Amendments; Consents. Solely with respect to any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.
Appears in 1 contract
Sources: Amended and Restated Series 1997 1 Supplement (Fingerhut Companies Inc)
Amendments; Consents. Solely with respect Subject to the terms of the Intercreditor Agreement, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant departure by Borrower therefrom shall be effective unless in writing signed by Requisite Lenders and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Except as otherwise expressly provided herein, without the approval in writing of Administrative Agent and all Lenders that would be affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective:
(a) To reduce the amount of principal, principal prepayments or the rate of interest payable on, any Loan, or the amount of any fee or other amount payable to Section 13.1 any Lender under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee) or to waive an Event of Default consisting of the Agreementfailure of Borrower to pay when due principal, this Series Supplement and interest or any Commitment Fee;
(b) To postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Loan or any installment of any Commitment Fee, to extend the Agreement may be amended from time term of, or increase the amount of, any Lender’s Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Commitment of any Lender) or modify the Pro Rata Share of any Lender;
(c) To release collateral in which Lenders have a security interest to time by secure the Servicer, performance of Borrower’s obligations under the Transferor and the Trustee with the consent Loan Documents constituting more than $2,500,000;
(d) To release all or substantially all of the Holders Guarantors from the Guaranty except as expressly provided in the Loan Documents;
(e) To amend the definition of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to “Requisite Lenders” or changing in any manner “Pro Rata Share” or eliminating any of the provisions of Section 4, Section 9, this Series Supplement Section 10.1 or Section 10.6;
(f) To consent to the Agreement assignment or of modifying in transfer by any manner the rights of the Certificateholders Credit Party of any Class of its rights and obligations under any Loan Document; and
(g) To amend any provision of this Agreement that expressly requires the Series 1997-1 Certificates then issued and outstandingconsent or approval of all Lenders; provided, however, that no such amendment under this Section 20 shall (i) reduce no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Requisite Lenders or all Lenders, as the case may be, affect the rights or duties of Administrative Agent, (iii) the Facilities Letter and the Fee Letter (or any manner the amount ofsimilar letters that may be entered into from time to time) may be amended, or delay rights or privileges thereunder waived, in a writing executed by the timing ofparties thereto, distributions which are required to and (iv) any waiver, amendment or modification of the Intercreditor Agreement (and any related definitions) may be made on any Investor Certificate effected by an agreement or agreements in writing entered into among the Administrative Agent, the Second Lien Administrative Agent (with the consent of such Class the Requisite Lenders but without the consent of all of any Credit Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the related Investor Certificateholders; (ii) change the definition of Credit Parties or the manner of calculating the interest alter or impair any right of any Investor Certificate of such Class without Credit Party under the Loan Documents). Any amendment, modification, supplement, termination, waiver or consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentthis Section shall apply equally to, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2be binding upon, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer all Lenders and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderAdministrative Agent.
Appears in 1 contract
Sources: First Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such document shall (a) increase the Commitment of any Lender hereunder or any part thereof without the written consent of such Lender, (b) extend or postpone the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the rate of interest on the Revolving Notes or Alternative Currency Notes, or any amounts of principal or interest due on any Revolving Note or Alternative Currency Note, or the payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder without the written consent of each Lender directly affected thereby, (d) change any percentage voting requirement, the voting rights, or the Required Lenders definition in this Agreement without the written consent of each Lender, (e) release any material Collateral other than as provided below, (f) make any amendment to this Section 10.14 without the written consent of each Lender, or (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 13.1 Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the AgreementBorrower or any Guarantor in respect of, this Series Supplement and all interests retained by the Agreement Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be amended from time to time by the Servicer, the Transferor and the Trustee effected with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less applicable Lenders other than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent Defaulting Lenders except that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in the Commitment of any manner Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or delay interest or fees payable on, Loans may not be reduced or excused or the timing ofscheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, distributions which are required to be made on any Investor Certificate of such Class without amendment or modification requiring the consent of all of the related Investor Certificateholders; (ii) change the definition of Lenders or the manner of calculating the interest of each affected Lender that by its terms affects any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater Defaulting Lender more adversely than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Loan Agreement (Moog Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such amendment, modification, termination, waiver or consent may be made with respect to (a) any amendment pursuant to Section 13.1 of increase in the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Total Commitment Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the unanimous consent of all of the related Investor Certificateholders; Lenders, (iib) change the definition extension of the March 2024 Term Loan Maturity Date, the March 2020 Term Loan Maturity Date or the manner September 2022 Term Loan Maturity Date, the payment date of calculating interest or principal with respect thereto, or the interest payment date of fees or amounts payable hereunder or under any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, other Loan Document in each case without the consent of all such Investor Certificateholders. The Transferor and each Lender directly affected thereby, (c) any reduction in the Series 1997-1 Certificateholders hereby agree that commencing rate of interest on the Business Day upon which Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section 10.03 or Section 8.04 hereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Series 1994-2 Certificates are no longer outstanding Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Series 1994-2 Certificates are no longer rated Effective Date Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the Rating Agency specified in parties thereto. In addition, the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent Commitment of any Rating Agency or satisfaction of any Rating Agency Condition or Lender may not be increased without the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Holders Lenders hereunder shall immediately be forwarded by Agent to all Lenders. Each Lender or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the Invested Amount applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of the Series 1997-1 Certificates. Prior all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Term Loan Agreement (Nordson Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders affected thereby shall be required with respect to (a) any amendment pursuant to Section 13.1 increase in the Commitment hereunder, (b) the extension of maturity of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and payment date of interest or principal thereunder, or the Trustee with payment of facility or other fees or amounts payable hereunder, (c) any reduction in the consent rate of interest on the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of facility or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of such Class any collateral securing any part of the Debt or the release of any Guarantor of Payment, except for the release of any collateral or any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Borrower to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.13 hereof may not be amended without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires prior written consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentDesignating Lender, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified as defined in (i) and (ii) aboveSection 10.13 hereof, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderaffected thereby.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Amendments; Consents. Solely with respect Administrative Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor agreement or otherwise) any of the terms, conditions or agreements set forth in Article 9 or as to any amendment pursuant other matter in this Agreement or any other Loan Document respecting payments to Section 13.1 Administrative Agent or Lenders as among themselves or the required number of the AgreementLenders to approve or disapprove any matter or to take or refrain from taking any action, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with without the consent of Borrower or any other person or entity or the Holders execution by Borrower or any other person or entity of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% any such amendment or intercreditor agreement. Subject to the foregoing, Administrative Agent may amend or waive any provision of this Agreement, or any other Loan Document, or consent to any departure by any party to the Loan Documents therefrom with the prior written consent of the Invested Amount of Required Lenders and Borrower or the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount applicable party to the extent that Loan Documents, as the case may be, and each such Class would waiver or consent shall be adversely affected, effective only in the specific instance and for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; providedprovided further, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount ofamendment, waiver or delay the timing ofconsent shall, distributions which are required to be made on any Investor Certificate of such Class without the consent of all Lenders (other than Defaulting Lenders):
(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in any Lender’s Commitment);
(b) postpone any date fixed by this Agreement, the Notes or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under the Notes or any other Loan Document, without the written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any portion of the related Investor CertificateholdersLoan, or any fees or other amounts payable under this Agreement, the Notes or any other Loan Document, without the written consent of each Lender directly affected thereby; provided;
(iid) change the definition of “Pro Rata Share” or “Required Lenders” or any other provision hereof specifying the manner number or percentage of calculating Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the interest written consent of each Lender;
(e) amend this Section 10.2 without the written consent of each Lender;
(f) release the liability of Borrower or any existing Parent without the written consent of each Lender;
(g) permit the sale, transfer, pledge, mortgage or assignment of any Investor Certificate Collateral or any direct or indirect interest in Borrower, except as expressly permitted under the Loan Documents as in effect on the Closing Date, without the written consent of each Lender;
(h) transfer or release any lien on, or after foreclosure or other acquisition of title by Administrative Agent on behalf of Lenders transfer or sell, any Collateral, except as provided in Section 9.12 as in effect on the Closing Date without the written consent of each Lender; or
(i) amend the Guaranty, or release Parent from any of its obligations thereunder; and, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement, the Notes or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Class Lender may not be increased without the consent of the related Investor Certificateholders such Lender. The granting or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage withholding of the Invested Amount consents required pursuant to this Section 10.2 shall be within the sole discretion of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderapplicable Lenders.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, supplement or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant to Section 13.1 of departure by the Agreement, this Series Supplement Borrower or any Guarantor therefrom shall be effective unless in writing signed by Majority Lenders and the Agreement may be amended from time to time Borrower or the respective Guarantors a party thereto and acknowledged by the ServicerAgent, and then any such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment waiver, amendment, or consent shall, unless in writing and signed by the Agent and all Lenders, do any of the following: (a) increase or extend any Commitment of any Lender; (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under this Section 20 shall any other Loan Document; (ic) reduce in any manner the amount principal of, or delay the timing of, distributions which are required to be made rate of interest specified herein on any Investor Certificate Loan, or any fees or other amounts payable hereunder or under any other Loan Document; (d) change or modify the definition of such Class without “Majority Lenders”; (e) amend this Section 10.1, or any provision herein providing for consent or other action by all Lenders; or (f) discharge any Guarantor, or release all or a material portion of the Collateral except as otherwise may be provided for herein or where the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage Majority Lenders only is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementor therein; provided, howeverfurther, for that no amendment, waiver or consent shall, unless in writing and signed by the Transferor Agent in addition to take any action which does not Majority Lenders or all Lenders, as the case may be, amend Article 9 hereof or otherwise require affect the consent rights or duties of the Series 1997-1 Certificateholders and which has received Agent under this Agreement or any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderother Loan Document.
Appears in 1 contract
Sources: Loan Agreement (Cascade Corp)
Amendments; Consents. Solely (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that any amendment, modification, termination, or waiver of any provision of Section 2.02(c) shall also require the consent of all LC Issuers. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunder except as permitted by Section 2.10(b) of this Agreement, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (f) any amendment to this Section 10.03 or Section 8.05 hereof. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by Borrower to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding any of the foregoing, this Agreement may be amended to extend the Commitment Period or to provide for additional Commitments in the manner contemplated by Section 2.10(b) and without any additional consent.
(b) If, (i) any Lender becomes a Defaulting Lender or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any amendment pursuant to provisions hereof as contemplated by this Section 13.1 10.03 that requires the consent of a greater percentage of the AgreementLenders than the Required Lenders, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders Required Lenders shall have been obtained but the consent of Investor Certificates evidencing Undivided Interests aggregating a Lender whose consent is required shall not less than 66 2/3% have been obtained (each a “Non-Consenting Lender”), then Borrower may, at its sole expense and effort, upon notice to such Defaulting Lender or Non-Consenting Lender, as applicable, and Agent, require such Defaulting Lender or Non-Consenting Lender, as applicable, to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an assignee that is an eligible assignee under Section 10.10(a) of this Agreement that shall assume such obligations; provided that (A) Borrower shall have received the Invested Amount prior written consent of Agent and each LC Issuer, which consents shall not be unreasonably withheld or delayed, (B) such Defaulting Lender or Non-Consenting Lender, as applicable, shall have received payment of an amount equal to the Series 1997-1 Certificates outstanding principal of its Loans, accrued interest thereon, accrued fees and not less than 51% of all other amounts payable to it hereunder, from the Class A Invested Amount assignee (to the extent that of such Class would be adversely affectedoutstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts, for including any prepayment costs under Section 2.08 and any other amounts accrued and owing to such Defaulting Lender or Non-Consenting Lender, as applicable, under Article 3 hereof, and (C) in the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders case of any Class such assignment resulting from a Lender becoming a Non-Consenting Lender, such assignee shall consent at the time of the Series 1997such assignment to each matter in respect of which such Non-1 Certificates then issued Consenting Lender did not consent. Each Lender agrees that, if it becomes a Defaulting Lender or Non-Consenting Lender, as applicable, and outstanding; provided, however, that no such amendment under is being replaced in accordance with this Section 20 10.03(b), it shall (i) reduce in execute and deliver to Agent an Assignment Agreement to evidence such assignment and shall deliver to Agent any manner the amount ofNotes previously delivered to such Defaulting Lender or Non-Consenting Lender, or delay the timing of, distributions which are as applicable. A Lender shall not be required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to make any such amendment assignment and delegation if, prior thereto, as a result of a waiver by such Lender or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) aboveotherwise, the Transferor does not have circumstances entitling Borrower to receive Series 1997-1 Certificateholder consent for any require such actions except as specifically provided for herein (including the immediately preceeding paragraph) assignment and in the Agreement; provided, however, for the Transferor delegation cease to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderapply.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such amendment, modification, termination, waiver or consent may be made with respect to (a) any amendment pursuant to Section 13.1 of increase in the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Total Commitment Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the unanimous consent of all of the related Investor Certificateholders; Banks, (iib) change the definition extension of the Maturity Date, the payment date of interest or principal with respect thereto, or the manner payment date of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders fees or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action amounts payable hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and each Bank directly affected thereby, (c) any reduction in the Series 1997-1 Certificateholders hereby agree that commencing rate of interest on the Business Day upon which Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder in each case without the unanimous consent of all of the Banks, (id) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement in each case without the unanimous consent of all of the Banks, (e) the Series 1994-2 Certificates are no longer outstanding release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.09 hereof, without the unanimous consent of all of the Banks or (iif) any amendment to this Section 10.03 or Section 8.04 hereof without the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires unanimous consent of any Rating Agency or satisfaction all of the Banks. In addition, the Commitment of any Rating Agency Condition or Bank may not be increased without the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Bank (even if such Bank is a Defaulting Bank). Notice of amendments or consents ratified by the Holders Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks may be effected with the consent of the Invested Amount applicable Banks other than Defaulting Banks), except that any waiver, amendment or modification requiring the consent of the Series 1997-1 Certificates. Prior all Banks that by its terms affects any Defaulting Bank disproportionately adversely relative to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Banks shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Bank.
Appears in 1 contract
Sources: Term Loan Facility (Nordson Corp)
Amendments; Consents. Solely with respect to any amendment pursuant to Section 13.1 This Agreement may not be modified or amended without the written consent of the Agreement, this Series Supplement and the Manager. This Agreement may be modified or amended from at any time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less Manager and by Investors holding more than 66 2/350% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions outstanding Units then held by Investors. For all purposes of this Series Supplement or Agreement, except as provided in the Agreement or last paragraph of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of10.03, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without when the consent of all Investors is required, the affirmative consent of the related Investor CertificateholdersInvestors is not required; (ii) change the definition "negative consent" by failure to object in writing after reasonable notice of a proposed modification or the manner of calculating the interest of any Investor Certificate of amendment is sufficient -- 30 calendar days to be conclusively presumed to constitute "reasonable notice" for such Class purposes. ▇▇ ▇▇▇▇▇▇ FuturesAccess LLC Limited Liability Company Operating Agreement The Manager may, without the consent of the related Investor Certificateholders Investors, modify or (iii) reduce the aforesaid percentage required to consent to amend any such amendment or reduce provision of this Agreement for any percentage of the Invested Amount following purposes:
(a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors;
(b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document;
(c) to cause the allocations contained in Article II to comply with Section 704 of the Series 1997-1 Certificates required Code or any other statutory provisions or regulations relating to consent such allocations;
(d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or
(e) to make any action hereunder if such percentage is greater than 66 2/3%other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received affirmative written consent of each Class A Certificateholder Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and Class B Certificateholderto provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (ML Winton FuturesAccess LLC)
Amendments; Consents. Solely with respect No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any amendment pursuant to Section 13.1 of departure by the AgreementBorrower or any Guarantor therefrom, this Series Supplement shall be effective unless in writing signed by the Majority Lenders and the Agreement Borrower or the applicable Guarantor, as the case may be amended from time to time be, and acknowledged by the ServicerAgent, and each such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.1 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2(a)) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under this Section 20 shall any other Loan Document without the written consent of each Lender directly affected thereby;
(id) reduce in any manner the amount principal of, or delay the timing ofrate of interest specified herein on, distributions which are required any Loan or L/C Borrowing, or (subject to be made on any Investor Certificate of such Class without the consent of all clause (iv) of the related Investor Certificateholders; (iisecond proviso to this Section 10.1) any fees or other amounts payable hereunder or under any other Loan Document, or change the definition of or the manner of calculating the interest computation of any Investor Certificate financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of such Class any interest rate on any Loan or any fee payable hereunder without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementeach Lender directly affected thereby; provided, however, for that only the Transferor consent of the Majority Lenders shall be necessary to take amend the definition of “Default Rate” or to waive any action obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.9 or Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change any provision of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(g) release any Guarantor that is a Material Subsidiary from the Guaranty Agreement or Subsidiary Security Agreement to which does it is a party without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not otherwise be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Loan Agreement (Cascade Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 13.1 of the Agreement5.09 hereof, or (f) any amendment to this Series Supplement and the Agreement may be amended from time to time by the ServicerSection 10.3 or Section 8.04 hereof. In addition, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders Revolving Commitment of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to Bank may not be made on any Investor Certificate of such Class increased without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Bank. Notice of amendments or consents ratified by the Holders Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) abovea Note shall be bound by any amendment, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, the Transferor and the Trustee with (x) the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would Supermajority Lenders shall be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (iia) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any component definition used therein (including the manner definitions of calculating “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible M&E”, “Eligible Real Property”, “Eligible Aircraft”, “Fair Market Value”, “NOLV” and “Value”) if, as a result thereof, the interest amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves and (b) increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto; provided however that no such amendment, waiver or consent shall: ▪ (a) extend or increase the Commitment of any Investor Certificate Lender, or reinstate the Commitment of any Lender after the termination of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required Commitment pursuant to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%this Agreement, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of such ▇▇▇▇▇▇ (it being understood that a waiver of any condition precedent set forth in Section 3.2 or the Holders waiver of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior (or amendment to the occurrence terms of) any Default or Event of the events specified in (i) and (ii) aboveDefault, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent mandatory prepayment or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed mandatory reduction of the Discount Factor at least five Business Days prior to such reduction Commitments shall not constitute an extension or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent increase of each Class A Certificateholder and Class B Certificateholder.any Commitment of any Lender);
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of this Amended Credit Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks, the Super Majority Banks or all of the Banks as appropriate under this Section 13.02, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Unanimous consent of the Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by amount) of the Notes, shall be required with respect to any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce any increase in any manner Commitment, the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate extension of such Class without the consent of all maturity of the related Investor Certificateholders; Notes or the payment date of interest thereunder, (ii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note or any change in the definition manner of Pro rata application of any payments made by Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (iii) any change in any percentage voting requirements in this Amended Credit Agreement, or (iv) the interest release of the Amended Guaranty or any Investor Certificate other guarantee in favor of such Class without the Banks, or (v) any amendment to the definitions of Required Banks, Super Majority Banks or Reference Banks set forth herein or to this Section 13.02, or (vi) any material amendment to any representation, warranty, covenant, Possible Default, Event of Default or remedy provided for hereunder. The consent of the related Investor Certificateholders or holders of eighty percent (iii80%)(by amount) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of Notes (the Series 1997-1 Certificates "Super Majority Banks") shall be required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; providedamendments, however, for the Transferor modifications or other changes to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderSection 8.
Appears in 1 contract
Amendments; Consents. Solely with respect to No amendment, modification, termination, or waiver of any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provision of this Series Supplement or the Agreement or of modifying the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in any manner writing and signed by the rights of Majority Lenders (and then such waiver or consent shall be effective only in the Certificateholders of any Class of specific instance and for the Series 1997-1 Certificates then issued and outstandingspecific purpose for which given); provided, however, that no such amendment under this Section 20 the consent of each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(i) reduce the extension of maturity of any Loan or Note of such Lender, or of the payment date of interest, principal and/or fees thereunder or hereunder, or
(ii) any reduction in the rate of interest on any Loan or Note of such Lender, or in any amount of principal or interest due on any Loan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or waiver covered by this clause (ii); or
(iii) any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or
(iv) any change in any percentage voting requirement in this Agreement, or
(v) any increase in the dollar amount ofor percentage of such ▇▇▇▇▇▇’s Commitment without such ▇▇▇▇▇▇’s written consent, or
(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or
(vii) any release of any portion of collateral, if any, other than in accordance with this Agreement, or delay any release of any Borrower from its obligations under the timing ofLoan Documents, distributions or
(viii) any change in any provision of this Agreement which are required to be made on any Investor Certificate of such Class without the consent of requires all of the related Investor CertificateholdersLenders to take any action under such provision or (ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 15.1 itself. By way of clarification and not limitation, all of the Lenders shall be deemed to be affected directly by the matters described in each of clauses (iii), (iv), (vii), (viii) and (ix), above. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) change no such waiver, amendment or modification shall amend, modify or otherwise affect the definition of rights or the manner of calculating the interest duties of any Investor Certificate of such Class the Agent without its prior written consent; and (iii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the related Investor Certificateholders Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage release can be effected as a result of the Invested Amount of the Series 1997-1 Certificates assignment contemplated by such Section (together with all other such assignments required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor Borrowers to take any action which be made pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding this paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder).
Appears in 1 contract
Amendments; Consents. Solely Except as otherwise expressly provided in this Agreement, any provision of this Agreement, the Notes, the Guaranty, the Pledge Agreement or other Related Writing may be amended, waived or consented to if, but only if, such amendment, waiver or consent is in writing and is signed by the Borrower and the Required Banks (and, if the rights or duties of the Administrative Agent, the Swingline Lender or the Issuing Bank, in its capacity as Administrative Agent, Swingline Lender or Issuing Bank, as applicable, are affected thereby, by the Administrative Agent, Swingline Lender or Issuing Bank, as applicable); provided that:
(a) no such amendment or waiver with respect to this Agreement, the Notes, the Guaranty, the Pledge Agreement or any amendment other Related Writing shall (1) unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except for a ratable decrease in the Commitments of all Banks and except as provided in Section 5.08 hereof) or subject any Bank to any additional obligation, (ii) reduce the principal of, or the interest or rate of interest on, any Loan (other than the Swing Loans) or any fees or other amounts due the Banks (or any of them) hereunder, change the manner of Pro rata application of any payment made by the Borrower to the Banks hereunder or change the manner of calculating fees or prepayment penalties due hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder (other than the Swing Loans), or for any reduction or termination of any Commitment, (iv) permit the extension of the expiration date of any Letter of Credit beyond twelve (12) months after the Termination Date, (v) release any liability under the Guaranty or any other guarantee in favor of the Banks or release any of the Collateral other than as contemplated by the Pledge Agreement, (vi) modify the definition of “Majority Banks” or "Required Banks" or the number or percentage of the Banks required for the Banks, or any of them, to approve the taking of any action hereunder or under any other Related Writing, or (vii) modify the provisions of this Section 13.02, and (2) unless signed by the Majority Banks, amend or otherwise modify Section 8.14 hereof or Section 9.13 of the Guaranty, and
(b) the Agent and the Swing Line Lenders shall have the right to decrease the interest rate on the Swing Loans, extend the maturity of payments on the Swing Loans for up to ten (10) days beyond the applicable Swing Loan Maturity Date and decrease the amount of payments on the Swing Loans, without the consent of any other Banks, other than any Bank that has purchased a participation in such Swing Loans pursuant to Section 13.1 2.07(c) hereof. Notice of amendments, waivers or consents ratified by the Majority Banks or Required Banks hereunder shall immediately be forwarded by the Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section 13.02, regardless of its failure to agree thereto. Notwithstanding anything contained in this Section 13.02, the provisions of this Section 13.02 shall not alter or amend any other provisions in this Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and Guaranty, the Trustee with Pledge Agreement or other Related Writings specifying requirements for obtaining amendments, waivers or consents that are contrary to the consent requirements of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount this Section 13.02 and, to the extent that there are such Class would be adversely affectedcontrary provisions in this Agreement, for the purpose of adding any Notes, the Guaranty, the Pledge Agreement or other Related Writings, such contrary provisions to or changing in any manner or eliminating any of shall supersede the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder13.02.
Appears in 1 contract
Amendments; Consents. Solely Except as otherwise expressly provided herein, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any amendment pursuant to Section 13.1 increase in the Commitment hereunder, (b) the extension of maturity of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and payment date of interest or principal thereunder, or the Trustee with payment of commitment or other fees or amounts payable hereunder (including, without limitation, any change in the consent method used to compute such interest or fees), (c) any reduction in the rate of interest on the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of commitment or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrowers to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of such Class without the consent any Guarantor of Payment with assets in excess of One Million Dollars ($1,000,000) or, in addition to any release of collateral contemplated in Section 5.12 hereof, any release of collateral in excess of the related Investor Certificateholders aggregate of One Million Dollars ($1,000,000) during each calendar year (Agent is authorized by the Lenders to execute appropriate release documents in connection with the foregoing), or (iiif) reduce the aforesaid percentage required any amendment to consent to any such amendment this Section 10.3 or reduce any percentage 8.5 hereof. Notice of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding amendments or (ii) the Series 1994-2 Certificates are no longer rated consents ratified by the Rating Agency specified in Lenders hereunder shall immediately be forwarded by TCC to all the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent Lenders. Each Lender or other holder of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings a Note shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant to Section 13.1 departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval in writing of the AgreementRequisite Lenders, this Series Supplement and then only in the Agreement specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall effective:
(a) To (i) reduce in any manner amend or modify the amount principal of, or delay the timing ofamount of principal, distributions which are required to be made on principal repayments on, any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; Revolving Obligation, (ii) change increase the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent amount of the related Investor Certificateholders Commitments, or (iii) reduce decrease the aforesaid percentage required to consent rate of interest or any other fee or amount payable to any such amendment Lender under the Loan Documents;
(b) Except as otherwise expressly provided for herein, to postpone any date fixed for any payment of principal of, prepayment of principal of or reduce any percentage installment of interest on, any Revolving Obligation or any installment of any credit fee payable to any Lender, to extend the Maturity Date or any date upon which any payments of principal are due, or to release any Collateral for the Revolving Obligations (except as may be expressly permitted by the Loan Documents);
(c) To amend, modify or waive the provisions of the Invested Amount definitions of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%"AVAILABLE CASH FLOW" or "REQUISITE LENDERS" or amend or modify this Section, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding Sections 7.5, Article 8, or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 SupplementSections 13.18, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency 13.24, 13.26, 13.27 or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.13.28;
Appears in 1 contract
Sources: Loan Agreement (Mississippi Band of Choctaw Indians Dba Choctaw RSRT DVLP E)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, no consent to any amendment pursuant departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to Section 13.1 payment in full of the Agreement, this Series Supplement Obligations shall be effective unless in writing signed by the Requisite Lenders and the Agreement Borrower or the applicable Loan Party, as the case may be amended from time to time be, and acknowledged by the ServicerAdministrative Agent, and each such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment under this Section 20 shall amendment, waiver or consent shall: (ia) reduce in extend or increase the Commitment of any manner Lender without the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate written consent of such Class without the consent of all of the related Investor CertificateholdersLender; (iib) change postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the definition of delay or the manner of calculating the interest waiver of any Investor Certificate mandatory prepayment) of such Class without principal, interest, fees or other amounts due to the consent Lenders (or any of them), including the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%Maturity Date, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of each Lender directly affected thereby; (c) reduce the Holders principal of, or the rate of Investor Certificates evidencing Undivided Interests aggregating not less than 51% interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementeach Lender directly affected thereby; provided, however, for that only the Transferor consent of the Requisite Lenders shall be necessary (i) to take any action which amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein); (d) change the provisions requiring pro rata payments to the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or the definition of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release the Borrower or all or substantially all of the Guarantors from this Agreement, any Guaranty or release any material Security Document to which any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Disposition permitted by the provisions of this Agreement or such Security Document (in which cases such release may be made by Administrative Agent acting alone); or (g) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 CertificatesDefaulting Lender. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.Fusion NBS Acquisition Corp. Credit Agreement
Appears in 1 contract
Sources: Credit Agreement (Fusion Telecommunications International Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no consent of waiver shall be effective to the extent additional obligations are imposed on Agent or Canadian Funding Agent (in its capacity as Agent or Canadian Funding Agent) without its consent. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, the US Revolving Credit Commitment or the Canadian Revolving Credit Commitment, (b) the extension of maturity of the Loans, the scheduled (but not the date of any mandatory prepayment) payment date of interest or principal thereunder, or the payment date of facility, utilization or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Loan, or the payment of facility, utilization or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Lenders hereunder, other than as provided in Section 2.14 hereof, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment (except in connection with a merger, disposition or other transaction permitted hereunder), or (f) any amendment pursuant to this Section 13.1 10.3 or Section 8.5 or 9.9 hereof. Notice of the Agreement, this Series Supplement and the Agreement may be amended from time to time amendments or consents ratified by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Lenders hereunder shall be forwarded by Agent to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; Lenders. Each Lender or other holder of a Note (iior interest in any Loan) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Smucker J M Co)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant departure by any Credit Party therefrom shall be effective unless in writing signed by the Requisite Lenders and acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Except as otherwise expressly provided herein, without the approval in writing of Agent and all Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective:
(a) To reduce the amount of principal, principal prepayments or the rate of interest payable on, any Loan, or the amount of any fee or other amount payable to Section 13.1 any Lender under the Loan Documents (unless such modification is consented to by each Lender entitled to receive such fee ) or to waive an Event of Default consisting of the Agreementfailure of Borrower to pay when due principal, interest or any commitment fee; or
(b) To postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Loan or any installment of any commitment fee, to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of an Event of Default shall not constitute an extension or increase in the Commitment of any Lender) or modify the Pro Rata Share of any Lender; or
(c) To amend or waive the provisions of the definition of "Requisite Lenders", Sections 4, 9, this Series Supplement and Section 10.01 or Section 10.06; or
(d) To amend any provision of this Agreement that expressly requires the Agreement consent or approval of all Lenders; or
(e) To discharge any Guarantor, or release or subordinate in any transaction or related series of transactions the Lien under the Collateral Documents in Collateral having a fair market value of more than $1,000,000, except as otherwise may be amended from time to time by provided in the Servicer, the Transferor and the Trustee with Collateral Document or except where the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent Requisite Lenders only is specifically provided for; provided that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce no amendment, waiver or consent shall, unless in any manner writing and signed by Letter of Credit Issuer in addition to Requisite Lenders or all Lenders, as the amount ofcase may be, affect the rights or delay the timing ofduties of Letter of Credit Issuer, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Requisite Lenders or all Lenders, as the definition case may be, affect the rights or duties of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or Agent, (iii) reduce no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to Requisite Lenders or all Lenders, as the aforesaid percentage required to consent to any such amendment case may be, affect the rights or reduce any percentage duties of Swing Line Lender, (iv) the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%fee letters may be amended, or rights or privileges thereunder waived, in each case without a writing executed by the consent of all such Investor Certificateholders. The Transferor parties thereto; and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (iv) the Series 1994-2 Certificates are no longer outstanding Loans, Commitments and Pro Rata Shares may be transferred as contemplated by Section 10.04. Any amendment, modification, supplement, termination, waiver or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which consent pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentthis Section shall apply equally to, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2be binding upon, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer all Lenders and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderAgent.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such amendment, modification, termination, waiver or consent may be made with respect to (a) any amendment pursuant to Section 13.1 of increase in the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class Commitments without the unanimous consent of all of the related Investor Certificateholders; Lenders, (iib) change the definition extension of the Maturity Date, the payment date of interest or principal with respect thereto, or the manner payment date of calculating the interest of fees or amounts payable hereunder or under any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, other Loan Document in each case without the consent of all such Investor Certificateholders. The Transferor and each Lender directly affected thereby, (c) any reduction in the Series 1997-1 Certificateholders hereby agree that commencing rate of interest on the Business Day upon which Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrowers to the Lenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section 10.03 or Section 8.04 hereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Series 1994-2 Certificates are no longer outstanding Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Series 1994-2 Certificates are no longer rated Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the Rating Agency specified in parties thereto. In addition, the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent Commitment of any Rating Agency or satisfaction of any Rating Agency Condition or Lender may not be increased without the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Holders Lenders hereunder shall immediately be forwarded by Agent to all Lenders. Each Lender or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the Invested Amount applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of the Series 1997-1 Certificates. Prior all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement to the Series 1997-1 Certificateholders contrary, each Lender hereby irrevocably authorizes the Agent on its behalf, and which has received without further consent of any required Rating Agency consent or Lender (but with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders Borrowers and the Agent), to amend and restate this Agreement and the other Loan Documents if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor such Lender shall have given notice to the Trusteeterminated, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it Lender shall have received written consent of each Class A Certificateholder no other commitment or other obligation hereunder and Class B Certificateholdershall have been paid in full all principal, interest and other Debt owing to it or accrued for its account under this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Term Loan Agreement (Nordson Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given (with the understanding, however, that, with respect to any amendment pursuant to Section 13.1 the application of the Agreementmandatory prepayment provisions set forth in Section 2.8 hereof to the Term Loan, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% Term Lenders holding at least fifty-one percent (51%) of the Invested Amount of aggregate amount outstanding under the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Term Notes shall be required to amend or waive such provisions). Anything herein to the extent that such Class would be adversely affectedcontrary notwithstanding, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the prior written consent of all of the related Investor Certificateholders; Lenders affected thereby shall be required with respect to (iia) any increase in the Commitment (or any part thereof), except pursuant Section 2.7(c) hereof, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or reimbursement obligations with respect to any Letter of Credit, or the payment of facility or other fees hereunder or any change the definition of or in the manner of calculating the interest pro rata application of any Investor Certificate of such Class without payments made by Borrower or the consent of Collateral Agent to the related Investor Certificateholders or Lenders hereunder, (iiid) reduce the aforesaid percentage required to consent to any such amendment or reduce change in any percentage of voting requirement, voting rights, or the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%Required Lenders definition in this Agreement, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (ie) the Series 1994-2 Certificates are no longer outstanding release of any Guarantor of Payment or of any Collateral in excess of Five Million Dollars (ii$5,000,000) during any fiscal year of Borrower (other than the Series 1994-2 Certificates are no longer rated by the Rating Agency specified release of any Collateral in the Series 1994-2 Supplement, for the Transferor to take any action which connection with a transaction that shall be expressly permitted pursuant to the Agreement requires terms of this Agreement), or (f) any amendment to this Section 11.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Global Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 11.11 hereof may not be amended without the prior written consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentDesignating Lender, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified as defined in (i) and (ii) aboveSection 11.11 hereof, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderaffected thereby.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant to Section 13.1 departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval in writing of the AgreementMajority Banks (and, this Series Supplement in the case of amendments, modifications or supplements of or to any Loan Document to which Borrower is a Party, the approval in writing of Borrower), and then only in the Agreement specific instance and for the specific purpose given; and, without the approval in writing of all the Banks, no amendment, modification, supplement, termination, waiver or consent may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall effective:
(a) To (i) reduce in any manner decrease the amount principal of, or delay the timing ofamount of principal, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of principal prepayments or the manner rate of calculating the interest payable on, any Note, or of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent commitment fee payable to any such amendment Bank, or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent other fee or amount payable to any action hereunder if such percentage is greater than 66 2/3%Bank under the Loan Documents, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) increase the Series 1994-2 Certificates are no longer rated by amount of the Rating Agency specified in the Series 1994-2 SupplementCommitment;
(b) To postpone any date fixed for any payment of principal of, for the Transferor to take prepayment of principal of or any action which pursuant to the Agreement requires consent installment of interest on, any Note or any installment of any Rating Agency commitment fee, or satisfaction of any Rating Agency Condition or to extend the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent term of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior Commitment, or to the occurrence of the events specified in release any Collateral (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein in any Loan Document), or to release any guarantor from the Guaranty;
(including c) To amend or modify the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent provisions of the Series 1997-1 Certificateholders definition of “Majority Banks”, Articles 9 or 10; or this Section 11.2;
(d) To amend or modify any provision of this Agreement in a manner which materially and which has received any required Rating Agency consent or with respect to which adversely affects the Rating Agency has confirmed existing ratings but which will have a material adverse effect on Issuing Bank without the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders Issuing Bank; or
(e) To amend or modify any provision of Investor Certificates evidencing Undivided Interests aggregating not less then 51% this Agreement that expressly requires the consent or approval of all the Invested Amount of the Series 1997-1 CertificatesBanks. The Transferor hereby agrees that it will not agree Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the TrusteeBanks, the Servicer Issuing Bank and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderAdministrative Agent.
Appears in 1 contract
Sources: Loan Agreement (NGA Holdco, LLC)
Amendments; Consents. Solely with respect No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any amendment pursuant to Section 13.1 of departure by the AgreementBorrower therefrom, this Series Supplement shall be effective unless in writing signed by the Requisite Lenders and the Agreement may be amended from time to time Borrower, and acknowledged by the ServicerAdministrative Agent, and each such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment amendment, waiver or consent shall:
(a) waive any condition set forth in Article VIII without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.1) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the second proviso to this Section 20 shall 11.2) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(e) change Section 11.10 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change any provision of this Section or the definition of "Requisite Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) change any provision of this Agreement if such amendment, waiver or consent adversely affects the holders of the Term Notes without the written consent of the Lenders having Pro Rata Shares of the Term Commitment which are, in the aggregate, 51% or more of the Pro Rata Shares of the aggregate Term Commitment then in effect;
(h) change any provision of this Agreement if such amendment, waiver or consent adversely affects the holders of the Revolving Notes without the written consent of the Lenders having Pro Rata Shares of the Revolving Commitment which are, in the aggregate, 51% or more of the Pro Rata Shares of the aggregate Revolving Commitment then in effect;
(i) reduce release from the Guaranties any Subsidiaries having aggregate total assets in excess of $5,000,000 except to the extent that such Subsidiaries are the subject of any manner the amount ofDisposition permitted hereby, or delay to release any assets from the timing ofLiens of the Collateral Documents having a value in excess of $5,000,000 (other than in accordance with the terms of the Loan Documents), distributions which are without the written consent of all Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit application relating to any Letter of Credit issued or to be made on issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any Investor Certificate of such Class other Loan Document; (iv) Section 11.8(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate time of such Class without the consent of the related Investor Certificateholders amendment, waiver or other modification; and (iiiv) reduce the aforesaid percentage required to consent to any such amendment fee letter may be amended, or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%rights or privileges thereunder waived, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated a writing executed only by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderparties thereto.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, supplement, -------------------- extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment departure by any Borrower or any other party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or signed by the Administrative Agent at the direction of the Majority Banks) (and, in the case of amendments, modifications or supplements of or to any Loan Document to which a Borrower is a party, the approval in writing of such Borrower), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Banks, no amendment, modification, supplement, termination, waiver or consent may be effective:
(a) To extend the final maturity of any Loan or Note beyond the Maturity Date, or reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 13.1 3.9) or fees in respect of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerCommitment, the Transferor and Loans or the Trustee with Letters of Credit, or extend the consent time of payment of interest or fees in respect thereof, or reduce the principal amount of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to Obligations;
(b) To amend or changing in any manner or eliminating any of modify the provisions of the definitions of "Commitment", "Maturity Date", or "Majority Banks"; or this Series Supplement Section; ---------- ------------- --------------
(c) To release any guarantor; or
(d) To amend or modify any provision of this Agreement that expressly requires the consent or approval of all the Banks. In addition, no amendment, modification, supplement, termination, 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 Administrative Agent acting in such capacity under this Agreement or any Note. No amendment, modification, supplement, termination, waiver or consent shall, unless in writing and signed by the Issuing Bank, affect any provisions hereof relating to the Letters of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; providedCredit. Any amendment, howevermodification, that no such amendment under supplement, termination, waiver or consent pursuant to this Section 20 shall (i) reduce in any manner apply equally to, and shall be binding upon, all the amount ofBanks, or delay the timing ofIssuing Bank, distributions which are required to be made on any Investor Certificate of such Class without the consent Administrative Agent and each Borrower. Copies of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%amendments, in each case without the consent of all such Investor Certificateholders. The Transferor modifications, supplements, terminations, waivers and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant consents shall be distributed to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentAdministrative Agent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) aboveeach Bank, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) Issuing Bank and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderBorrower.
Appears in 1 contract
Sources: Credit Agreement (Amgen Inc)
Amendments; Consents. Solely with respect No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any amendment pursuant to Section 13.1 of the Agreementdeparture by Borrowers or any other Borrower Party therefrom, this Series Supplement and the Agreement may shall be amended from time to time effective unless in writing signed by the ServicerRequisite Lenders and Borrowers or the applicable Borrower Party, as the Transferor case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates specific instance and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment amendment, waiver or consent shall, unless in writing and signed by each of Lenders directly affected thereby and by Borrowers, and acknowledged by Administrative Agent, do any of the following:
(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2), except for any such extension or increase made in accordance with Section 2.12 or Section 2.14, respectively;
(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under this Section 20 shall any other Loan Document;
(ic) reduce in any manner the amount principal of, or delay the timing ofrate of interest specified herein on, distributions which are required to be made on any Investor Certificate Loan or Letter of such Class without the consent of all of the related Investor Certificateholders; (ii) Credit borrowing, or any fees or other amounts payable hereunder or under any other Loan Document, or change the definition of or the manner of calculating the interest computation of any Investor Certificate of such Class without financial covenant used in determining the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, Applicable Margin that would result in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent a reduction of any Rating Agency or satisfaction of interest rate on any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the AgreementLoan; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of Borrowers to pay interest at the Default Rate;
(d) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans and Letter of Credit Usage which is required for the Transferor Lenders or any of them to take any action which does hereunder;
(e) change the Pro Rata Share or Voting Percentage of any Lender (except for any change resulting from Section 2.14 or Section 10.7); or
(f) amend this Section, or any provision herein providing for consent or other action by all Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Requisite Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, any Lender that has a Voting Percentage of zero shall not otherwise require have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased (except for any such increase resulting from Section 2.12 or Section 2.14) without the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderLender.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, no amendment, modification, termination or waiver shall increase the Transferor and amount of any Commitment of any Lender without the Trustee with the written consent of such Lender or increase the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class total Commitment without the consent of all of the related Investor Certificateholders; Lenders, and the unanimous consent of the Lenders shall be required with respect to (iia) the extension or postponement of the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (b) any reduction in the rate of interest on the Notes, or in any amounts of principal or interest due on any Note or the payment of facility or other fees hereunder, (c) any change to Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights, or the manner Required Lenders definition in this Agreement, (e) any amendment to Section 7.4 of calculating this Agreement, (f) the interest release of the Borrower or any Guarantor, (g) the release of any Investor Certificate of such Class without the consent of the related Investor Certificateholders material Collateral other than as provided below, or (iiih) reduce the aforesaid percentage required any amendment to consent this Section 9.14 or to any such amendment or reduce any percentage Section 9.16 of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the this Agreement; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the Transferor to take applicability of any action post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Series 1997-1 Certificateholders Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), and the Cash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has received expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to affect any required Rating Agency consent sale or other disposition of such Collateral in connection with respect any exercise of remedies of the Agent and the Lenders pursuant to which Article VII. Except as provided in the Rating Agency has confirmed existing ratings but which preceding sentence, the Agent will have a not release any Liens on any material adverse effect on Collateral without the outstanding Series 1997- 1 Certificates and prior written authorization of all Lenders. Any such release shall not have such a material adverse effect on Series 1994-2in any manner discharge, affect, or impair the Transferor can only take such action upon receiving written Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of applicable Lenders other than the Invested Amount of Defaulting Lenders except that (i) the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer Commitment of any interest in Defaulting Lender may not be increased or portion of extended without the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor consent of such proposed reduction Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of the Discount Factor at least five Business Days prior payment may not be postponed as to such reduction Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or if modification requiring the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of all Lenders or each Class A Certificateholder and Class B Certificateholderaffected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment pursuant to Section 13.1 increase in the Commitment hereunder or any part thereof, (b) the extension of maturity of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and payment date of interest thereunder, or the Trustee with payment of facility or other fees or amounts payable hereunder, (c) any reduction in the consent rate of interest on the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of facility or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of such Class any Guarantor of Payment or, except as set forth in the first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.3 or Section 8.4 hereof. In addition, Section 10.11 hereof may not be amended without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires prior written consent of any Rating Agency Designating Bank, as defined in Section 10.11 hereof, affected thereby. Notice of amendments or satisfaction consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of any Rating Agency Condition or the confirmation of existing ratings a Note shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section 10.3 , regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such amendment, modification, termination, waiver or consent may be made with respect to (a) any amendment pursuant to Section 13.1 of increase in the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Total Commitment Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the unanimous consent of all of the related Investor Certificateholders; Lenders, (iib) change the definition extension of the Five Year Term Loan Maturity Date, the Three Year Term Loan Maturity Date or the manner Eighteen Month Term Loan Maturity Date, the payment date of calculating interest or principal with respect thereto, or the interest payment date of fees or amounts payable hereunder or under any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, other Loan Document in each case without the consent of all such Investor Certificateholders. The Transferor and each Lender directly affected thereby, (c) any reduction in the Series 1997-1 Certificateholders hereby agree that commencing rate of interest on the Business Day upon which Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section 10.03 or Section 8.04 hereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Series 1994-2 Certificates are no longer outstanding Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Series 1994-2 Certificates are no longer rated Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the Rating Agency specified in parties thereto. In addition, the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent Commitment of any Rating Agency or satisfaction of any Rating Agency Condition or Lender may not be increased without the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Lender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Holders Lenders hereunder shall immediately be forwarded by Agent to all Lenders. Each Lender or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the Invested Amount applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of the Series 1997-1 Certificates. Prior all Lenders that by its terms affects any Defaulting Lender disproportionately adversely relative to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Term Loan Agreement (Nordson Corp)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or material amount of Collateral securing the Obligations, except as contemplated in Section 9.8 hereof and as otherwise permitted under this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (f) any amendment pursuant to this Section 13.1 10.3 or Section 8.5 hereof. Notice of the Agreement, this Series Supplement and the Agreement may be amended from time to time amendments or consents ratified by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Lenders hereunder shall be forwarded by Agent to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; Lenders. Each Lender or other holder of a Note (iior interest on any Loan) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in the method for computing interest or fees on the Loans, (e) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (f) the release of any Guarantor of Payment (except in connection with a merger, disposition or other transaction permitted hereunder), or (g) any amendment pursuant to this Section 13.1 10.3 or Section 8.5 hereof. Notice of the Agreement, this Series Supplement and the Agreement may be amended from time to time amendments or consents ratified by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Lenders hereunder shall be forwarded by Agent to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; Lenders. Each Lender or other holder of a Note (iior interest in any Loan) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Schulman a Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of this Agreement, the Notes, the Guaranty or the Pledge Agreement, nor any consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks, Required Banks, the Super Majority Banks or all of the Banks, as appropriate, under this Section 13.02, and any such amendment, consent, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which given. Unanimous consent of the Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes), shall be required with respect to (a) an increase in any amendment pursuant to Section 13.1 Commitment, an increase in the Maximum Swing Line Amount, the extension of maturity of the Notes (other than the Swing Line Notes), except as provided in Section 5.08, or the payment date of interest thereunder or of any fees hereunder, (b) any reduction in the rate of interest on the Notes (other than the Swing Line Notes), or in any amount of principal or interest due on any Note (other than the Swing Line Notes) or in the amount of fees or other amounts due the Banks (or any of them) hereunder or under the Related Writings or any change in the manner of Pro rata application of any payment made by the Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (c) any change in any percentage voting requirements in this Agreement, this Series Supplement and (d) the Agreement may be amended from time to time release of all of the value of the Guaranty, or any material amendment or modification thereto, or any other guarantee in favor of the Banks or the release of any of the Collateral other than as contemplated by the ServicerPledge Agreement, the Transferor and the Trustee with provided, that only the consent of the Holders Required Banks will be required to increase the outstanding and unredeemed principal amount of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of Indebtedness that may be incurred by the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating Parent under any of the Senior Notes Indentures and to modify the provisions of, and definitions in this Agreement or the Guaranty related thereto, (e) any amendment to the definitions of Majority Banks, Required Banks or Super Majority Banks set forth herein or to this Section 13.02, or (f) any material amendment to any representation, warranty, covenant, Possible Default, Event of Default or remedy provided herein or under any Related Writing. Notwithstanding anything contained in this Agreement or any Related Writing to the contrary, (x) the consent of the Majority Banks shall be required for any increases in the amount reflected for “Total Schedule A Uses of Capital” on Schedule A attached to the Side Letter as of the Restatement Effective Date up to and including Fifty Million Dollars ($50,000,000) in the aggregate and the consent of the Required Banks shall be required for any increases in such amount by more than Fifty Million Dollars ($50,000,000) in the aggregate and (y) the consent of the Required Banks shall be required for any amendments, modifications or other changes to Section 8.14 hereof or Section 9.13 of the Guaranty. The consent of the Super Majority Banks shall be required for any amendments, modifications or other changes to Section 8.13 hereof or Section 9.14 of the Guaranty. Any amendment, modification, termination, or waiver of any provision of this Series Supplement Agreement, the Notes, the Guaranty or the Pledge Agreement, and any consent to any variance therefrom, not otherwise requiring the consent of the Majority Banks, the Supermajority Banks or all of the Banks shall not be effective unless the same shall be in writing and signed by the Required Banks. Notice of amendments, modifications, waivers or consents ratified by the Banks hereunder shall immediately be forwarded by the Agent to all Banks. There shall be no amendment, modification or waiver of any provision in the this Agreement or the Related Writings with respect to Swing Loans without the written consent of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingeach Swing Line Lender; provided, howeverthat, that no such amendment under this Section 20 notwithstanding anything contained herein to the contrary, the Agent and the Swing Line Lenders shall have the right to decrease the interest rate on the Swing Loans, extend the maturity of payments on the Swing Loans for up to ten (i10) reduce in any manner days beyond the applicable Swing Loan Maturity Date and decrease the amount ofof payments on the Swing Loans, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all any other Banks, other than the other Swing Line Lender and any Bank that has purchased a participation in such Swing Loans pursuant to Section 2.07(c) hereof. There shall be no amendment, modification or waiver of any provision in the related Investor Certificateholders; (ii) change the definition of this Agreement or the manner Related Writings with respect to Letters of calculating the interest of any Investor Certificate of such Class Credit without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of KeyBank National Association, in its capacity as Issuing Bank, and each other Bank that has issued a Letter of Credit and is acting as an Issuing Bank at the Holders time such amendment, modification or waiver is requested and, if approved, deemed effective. Each Bank or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section 13.02, regardless of its failure to agree thereto. By its signature hereto, each Bank consents to the terms and provisions of the Invested Amount Second Amended and Restated Guaranty, dated as of the Series 1997-1 Certificates. Prior date hereof, and issued by the Parent to the occurrence of the events specified in (i) and (ii) aboveBanks, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including Agents, and the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDocumentation Agent.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Lenders' Commitment hereunder or any part thereof, (b) the extension or postponement of the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Revolving Notes, or in any amounts of principal or interest due on any Revolving Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any guarantor of payment, or (f) any amendment pursuant to this Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding9.14; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without only the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage Required Lenders shall be required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which for a waiver involving either (i) the Series 1994applicability of any post-2 Certificates are no longer outstanding Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any reduction in the Series 1994-2 Certificates are no longer rated amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.9(b) of this Agreement. Notice of amendments or consents ratified by the Rating Agency specified in Required Lenders hereunder shall immediately be forwarded by the Series 1994-2 SupplementAdministrative Agent to all Lenders. Each Lender or other holder of a Revolving Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent purposes of the Holders definition of Investor Certificates evidencing Undivided Interests aggregating "Required Lenders", a Defaulting Lender shall be deemed not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) be a Lender and (ii) above, the Transferor does not to have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) Revolving Credit Exposures and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderunused Commitments.
Appears in 1 contract
Sources: Credit Agreement (Cuno Inc)
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, no amendment, modification, termination or waiver shall increase the Transferor and amount of any Commitment of any Lender without the Trustee with the written consent of such Lender or increase the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class Total Commitment without the consent of all of the related Investor Certificateholders; Lenders, and the unanimous consent of the Lenders shall be required with respect to (iia) the extension or postponement of the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (b) any reduction in the rate of interest on the Revolving Notes, or in any amounts of principal or interest due on any Revolving Note or the payment of facility or other fees hereunder or any change the definition of or in the manner of calculating the interest pro rata application of any Investor Certificate payments made by the Borrower to the Lenders hereunder, (c) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (d) the release of such Class without any material Collateral other than in connection with a Permitted Disposition which the consent of the related Investor Certificateholders Agent alone may release, or (iiie) reduce the aforesaid percentage required any amendment to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementthis Section 9.14; provided, however, for the Transferor to take any action which does not otherwise require only the consent of the Series 1997Required Lenders shall be required for a waiver involving (i) the applicability of any post-1 Certificateholders and Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall does not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written specifically require unanimous consent of the Holders Lenders. Notice of Investor Certificates evidencing Undivided Interests aggregating amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not less then 51% be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the Invested Amount definition of the Series 1997-1 Certificates. The Transferor hereby agrees that it will “Required Lenders”, a Defaulting Lender shall be deemed not agree or consent to the sale or transfer of be a Lender and not to have any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer Revolving Credit Exposures and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderUnused Commitments.
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment departure by any Borrower or any other party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or signed by the Administrative Agent at the direction of the Majority Banks) (and, in the case of amendments, modifications or supplements of or to any Loan Document to which a Borrower is a party, the approval in writing of such Borrower), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Banks directly affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be effective:
(a) To extend scheduled payment dates of any Loan or Note beyond the Maturity Date, or reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 13.1 3.9) or fees in respect of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerCommitment, the Transferor and Loans or the Trustee with Letters of Credit, or extend the consent time of payment of interest or fees in respect thereof, or reduce the principal amount of the Holders Obligations;
(b) To increase the Commitment of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount such Bank (except to the extent that such Class would be adversely affectedpermitted by Section 2.8), for the purpose of adding any provisions or to amend or changing in any manner or eliminating any of modify the provisions of the definitions of "Maturity Date", or "Majority Banks" or of this Series Supplement Section;
(c) To release the Company as guarantor; or
(d) To amend or modify any provision of this Agreement that expressly requires the consent or approval of all the Banks. In addition, no amendment, modification, supplement, termination, 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 Administrative Agent acting in such capacity under this Agreement or any Note. No amendment, modification, supplement, termination, waiver or consent shall, unless in writing and signed by the Issuing Bank, affect any provisions hereof relating to the Letters of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; providedCredit. Any amendment, howevermodification, that no such amendment under supplement, termination, waiver or consent pursuant to this Section 20 shall (i) reduce in any manner apply equally to, and shall be binding upon, all the amount ofBanks, or delay the timing ofIssuing Bank, distributions which are required to be made on any Investor Certificate of such Class without the consent Administrative Agent and each Borrower. Copies of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%amendments, in each case without the consent of all such Investor Certificateholders. The Transferor modifications, supplements, terminations, waivers and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant consents shall be distributed to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentAdministrative Agent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) aboveeach Bank, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) Issuing Bank and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderBorrower.
Appears in 1 contract
Sources: Credit Agreement (Amgen Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment pursuant to Section 13.1 increase in the Commitment hereunder, (b) the extension of maturity of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and payment date of interest or principal thereunder, or the Trustee with payment of commitment or other fees or amounts payable hereunder, (c) any reduction in the consent rate of interest on the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of facility or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Banks hereunder, (d) any change in the method for computing interest or fees on the Notes, (e) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (f) the release of such Class any Guarantor of Payment, or (g) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.11 hereof may not be amended without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires prior written consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentDesignating Bank, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified as defined in (i) and (ii) aboveSection 10.11 hereof, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderaffected thereby.
Appears in 1 contract
Sources: Credit Agreement (Schulman a Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal o f the Default Rate shall not constitute a decrease in interest rate of this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, except as specifically permitted hereunder, or (f) any amendment pursuant to this Section 13.1 10.3 or Section 8.5 hereof. Notice of the Agreement, this Series Supplement and the Agreement may be amended from time to time amendments or consents ratified by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Lenders hereunder shall be forwarded by Agent to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; Lenders. Each Lender or other holder of a Note (iior interest in any Loan) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (IHS Inc.)
Amendments; Consents. Solely with respect (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and the Agreement may be amended from time to time signed by the ServicerRequired Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, in the event of such an amendment, modification, termination or waiver of any provision of any Loan Document or consent to any variance therefrom, the Transferor and the Trustee with the effect of which is included in any of items (i) through (vi) below, unanimous consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Banks shall be required to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner increase the amount ofEXIM Commitment hereunder, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change extend the definition maturity of the Notes, the payment date of principal and interest thereunder, or the manner payment of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders facility or other fees or amounts payable hereunder, (iii) reduce the aforesaid rate of interest on the Notes or any amount of principal or interest due on any Note or any facility or other fees hereunder or change the manner of pro rata application of payments made by U.S. Borrower to the Banks hereunder, (iv) change any percentage required to consent to voting requirement, voting rights, or the definition of "Required Banks" in this Agreement, (v) release any Guarantor of Payment or any collateral securing any part of the Debt (other than any such amendment or reduce any percentage release of the Invested Amount of the Series 1997-1 Certificates required collateral pursuant to consent to any action hereunder if such percentage is greater than 66 2/3%a Permitted Disposition), in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (iivi) the Series 1994-2 Certificates are no longer rated make any amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor Banks hereunder shall immediately be forwarded by U.S. Borrower to take any action which pursuant to the Agreement requires consent all Banks. Each Bank or other holder of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings a Note shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken waiver or consent obtained as authorized by the Transferor upon receiving written consent this Section, regardless of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificatesits failure to agree thereto. Prior Any amendment to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for this Agreement or any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other Loan Document shall further require the consent of any U.S. Borrower that is a party thereto. Further, no Guarantor of Payment or collateral securing any part of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which Debt shall be released other than as permitted in (v) above without the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving prior written consent of EXIM Bank.
(b) In the Holders event that Agent requests the consent of Investor Certificates evidencing Undivided Interests aggregating a Bank pursuant to this Section 10.3 and such Bank shall not less then 51% respond or reply to Agent in writing within ten (10) days of delivery of such request, such Bank shall be deemed to have consented to matter that was the subject of the Invested Amount request. In the event that Agent requests the consent of a Bank pursuant to this Section 10.3 and such consent is denied, then Agent may, at its option, require such Bank to assign its interest in the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree EXIM Loans to any other Bank or consent Banks so designated by Agent or to any other Person designated by Agent (the "Designated Bank"), for a price equal to the sale then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Bank, which interest and fees shall be paid when collected from U.S. Borrower. In the event Agent elects to require the Bank to assign its interest to a Designated Bank, Agent or transfer of any the Designated Bank will so notify such Bank in writing within forty-five (45) days following such Bank's denial, and such Bank will assign its interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the TrusteeDesignated Bank no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Bank, the Servicer Designated Lender and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderAgent.
Appears in 1 contract
Sources: Export Credit Agreement (Advanced Lighting Technologies Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the amount of the Term Loan, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Pledgor or, except as set forth in the first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment pursuant to Section 13.1 of the Intercreditor Agreement, this Series Supplement and the Agreement may be amended from time to time Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Servicer, the Transferor Banks hereunder shall immediately be forwarded by Agent to ▇▇▇▇▇▇▇▇ and the Trustee with the consent each of the Holders Banks. Each Bank or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would a Note shall be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Lenders’ Commitment hereunder or any part thereof, (b) the extension or postponement of the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Revolving Notes or Alternative Currency Notes, or in any amounts of principal or interest due on any Revolving Note or Alternative Currency Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any material Collateral other than in connection with a Permitted Disposition which the Administrative Agent alone may release, or (f) any amendment pursuant to this Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding10.14; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without only the consent of the related Investor Certificateholders Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) reduce any other amendment hereunder or under the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon other Loan Documents which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not specifically require Certificateholder consent, such action can only be taken by the Transferor upon receiving written unanimous consent of the Holders Lenders. Notice of Investor Certificates evidencing Undivided Interests aggregating amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not less than 51% be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the Invested Amount definition of the Series 1997-1 Certificates. Prior “Required Lenders”, a Defaulting Lender shall be deemed not to the occurrence of the events specified in (i) be a Lender and (ii) above, the Transferor does not to have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) Revolving Credit Exposures and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderUnused Commitments.
Appears in 1 contract
Sources: Loan Agreement (Moog Inc)
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, no amendment, modification, termination or waiver shall increase the Transferor and amount of any Commitment of any Lender without the Trustee with the written consent of such Lender or increase the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class total Commitment without the consent of all of the related Investor Certificateholders; Lenders, and the unanimous consent of the Lenders shall be required with respect to (iia) the extension or postponement of the Revolving Credit Maturity Date or the Term Loan Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (b) any reduction in the rate of interest on the Notes, or in any amounts of principal or interest due on any Note or the payment of facility or other fees hereunder or any change the definition of or in the manner of calculating the interest pro rata application of any Investor Certificate payments made by the Borrower to the Lenders hereunder, (c) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (d) the release of such Class without any material Collateral other than in connection with a Permitted Disposition which the consent of the related Investor Certificateholders Agent alone may release, or (iiie) reduce the aforesaid percentage required any amendment to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementthis Section 9.14; provided, however, for the Transferor to take any action which does not otherwise require only the consent of the Series 1997Required Lenders shall be required for a waiver involving (i) the applicability of any post-1 Certificateholders and Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall does not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written specifically require unanimous consent of the Holders Lenders. Notice of Investor Certificates evidencing Undivided Interests aggregating amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. A Defaulting Lender shall not less then 51% be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the Invested Amount definition of the Series 1997-1 Certificates“Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures, Term Credit Commitment and Unused Revolving Credit Commitment. The Transferor hereby agrees that it will not agree or consent A Defaulting Lender shall be deemed to the sale or transfer have satisfied in full a default when and if, as a result of any interest application of payments as provided in or portion Section 2.15 of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trusteethis Agreement, the Servicer Lenders’ respective pro rata shares of all outstanding Loans and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days unpaid reimbursement obligations have returned to those in effect immediately prior to such reduction or if default and without giving effect to the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholdernonpayment causing such default.
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely Subject to the proviso below, the Agent (acting on the instructions of an Instructing Group) may grant waivers or consents or, subject to the agreement of the Borrower, amend or vary the terms of this Agreement. Any such waiver, consent, variation or amendment shall be made in writing and shall be binding on all the parties hereto and the Agent shall be under no liability whatsoever in respect of any such waiver, consent, variation or amendment PROVIDED THAT:
43.1.1 except with the prior written consent of all the Banks, no waiver may be granted in respect of and the Agent may not vary or amend the terms of this Agreement so as to:
(a) alter the date on which any repayment is to be made hereunder; or
(b) alter the amount or currency of the Loan or any amendment Bank's Commitment or any payment;
(c) alter the rate of interest or its method of calculation;
(d) alter this Clause 43 or Clause 11.4 (ORDER OF PAYMENT);
(e) alter the definition of "Instructing Group";
(f) alter any provision of this Agreement referring to a requirement for the agreement or consent of all the Banks;
(g) alter the form of guarantee given by the Guarantor;
(h) release any Second Security Document other than pursuant to Section 13.1 the Co-ordination Agreement or as a result of an action which is permitted under this Agreement; or
(i) waive the Agreementdelivery, this Series Supplement in satisfactory form and the Agreement may be amended from time to time by the Servicersubstance, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions documents listed in Schedule 3 (CONDITION PRECEDENT DOCUMENTS) hereto prior to the first Notice of this Series Supplement Drawdown;
43.1.2 any waiver, consent, variation or amendment which directly affects the rights and/or obligations of the Agent, the Arrangers or the Agreement Security Trustee (or any of modifying them) shall require its agreement also.
1.1 shall be binding on each Obligor and each Finance Party upon written notification thereof to such persons and the Agent shall be under no liability whatsoever in any manner the rights of the Certificateholders respect of any Class of the Series 1997-1 Certificates then issued and outstanding; providedsuch waiver, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholdervariation.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment departure by the Borrower or any other party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or signed by the Administrative Agent at the direction of the Majority Banks) (and, in the case of amendments, modifications or supplements of or to any Loan Document to which a Borrower is a party, the approval in writing of the Borrower), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Banks directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be effective:
(a) To increase any Bank’s Commitment, extend scheduled payment dates of any Loan or Note beyond the Maturity Date, or reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 13.1 3.7) or fees in respect of the AgreementCommitments or the Loans, this Series Supplement and or extend the Agreement may be amended from time to time by of payment of principal, interest or fees, or reduce the Servicer, the Transferor and the Trustee with the consent principal amount of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to Obligations;
(b) To amend or changing in any manner or eliminating any of modify the provisions of the definitions of “Maturity Date”, or “Majority Banks” or of this Series Supplement Section; or
(c) To amend or modify any provision of this Agreement that expressly requires the consent or approval of all the Banks. In addition, no amendment, modification, supplement, termination, 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 Administrative Agent acting in such capacity under this Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderNote.
Appears in 1 contract
Sources: Bridge Credit Agreement
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment increase in the Total Commitment Amount hereunder except in accordance with Section 2.06(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 13.1 of the Agreement5.12 hereof, or (f) any amendment to this Series Supplement and the Agreement may be amended from time to time by the ServicerSection 10.3 or Section 8.04 hereof. In addition, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders Revolving Commitment of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to Bank may not be made on any Investor Certificate of such Class increased without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Bank. Notice of amendments or consents ratified by the Holders Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) abovea Note shall be bound by any amendment, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Amendments; Consents. Solely with respect to any amendment pursuant to Section 13.1 This Agreement may not be modified or amended without the written consent of the Agreement, this Series Supplement and the Manager. This Agreement may be modified or amended from at any time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less Manager and by Investors holding more than 66 2/350% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions outstanding Units then held by Investors. For all purposes of this Series Supplement or Agreement, except as provided in the Agreement or last paragraph of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of10.03, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without when the consent of all Investors is required, the affirmative consent of the related Investor CertificateholdersInvestors is not required; (ii) change the definition "negative consent" by failure to object in writing after reasonable notice of a proposed modification or the manner of calculating the interest of any Investor Certificate of amendment is sufficient -- 30 calendar days to be conclusively presumed to constitute "reasonable notice" for such Class purposes. ML Aspect FuturesAccess LLC Limited Liability Company Operating Agreement The Manager may, without the consent of the related Investor Certificateholders Investors, modify or (iii) reduce the aforesaid percentage required to consent to amend any such amendment or reduce provision of this Agreement for any percentage of the Invested Amount following purposes:
(a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors;
(b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document;
(c) to cause the allocations contained in Article II to comply with Section 704 of the Series 1997-1 Certificates required Code or any other statutory provisions or regulations relating to consent such allocations;
(d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or
(e) to make any action hereunder if such percentage is greater than 66 2/3%other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received affirmative written consent of each Class A Certificateholder Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and Class B Certificateholderto provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (ML Aspect FuturesAccess LLC)
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such document shall (a) increase the Commitment of any Lender hereunder or any part thereof without the written consent of such Lender, (b) extend or postpone the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the rate of interest on the Revolving Notes or Alternative Currency Notes, or any amounts of principal or interest due on any Revolving Note or Alternative Currency Note, or the payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder without the written consent of each Lender directly affected thereby, (d) change any percentage voting requirement, the voting rights, or the Required Lenders definition in this Agreement without the written consent of each Lender, (e) release any material Collateral other than as provided below or release the Company from its guaranty under Section 11.16, (f) make any amendment to this Section 10.14 without the written consent of each Lender, (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender or (i) amend Section 2.22(b) in a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Applicant Borrower, without the written consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 13.1 Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the AgreementCollateral. Notwithstanding the foregoing, this Series Supplement and any amendment, waiver, modification or agreement which by its terms requires the Agreement consent of all Lenders or each affected Lender may be amended from time to time by the Servicer, the Transferor and the Trustee effected with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less applicable Lenders other than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent Defaulting Lenders except that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in the Commitment of any manner Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or delay interest or fees payable on, Loans may not be reduced or excused or the timing ofscheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, distributions which are required to be made on any Investor Certificate of such Class without amendment or modification requiring the consent of all of the related Investor Certificateholders; (ii) change the definition of Lenders or the manner of calculating the interest of each affected Lender that by its terms affects any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater Defaulting Lender more adversely than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Loan Agreement (Moog Inc)
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no such document shall (a) increase the Commitment of any Lender hereunder or any part thereof without the written consent of such Lender, (b) extend or postpone the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the rate of interest on the Revolving Notes or Alternative Currency Notes, or any amounts of principal or interest due on any Revolving Note or Alternative Currency Note, or the payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder without the written consent of each Lender directly affected thereby, (d) change any percentage voting requirement, the voting rights, or the Required Lenders definition in this Agreement without the written consent of each Lender, (e) release any material Collateral other than as provided below or release the Company from its guaranty under Section 11.16 without the written consent of each Lender, (f) make any amendment to this Section 10.14 without the written consent of each Lender, (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender or (i) amend Section 2.22(b) in a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Applicant Borrower, without the written consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 13.1 Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the AgreementCollateral. Notwithstanding the foregoing, this Series Supplement and any amendment, waiver, modification or agreement which by its terms requires the Agreement consent of all Lenders or each affected Lender may be amended from time to time by the Servicer, the Transferor and the Trustee effected with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less applicable Lenders other than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent Defaulting Lenders except that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in the Commitment of any manner Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or delay interest or fees payable on, Loans may not be reduced or excused or the timing ofscheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, distributions which are required to be made on any Investor Certificate of such Class without amendment or modification requiring the consent of all of the related Investor Certificateholders; (ii) change the definition of Lenders or the manner of calculating the interest of each affected Lender that by its terms affects any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater Defaulting Lender more adversely than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Loan Agreement (Moog Inc.)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant to Section 13.1 departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Agent with the approval in writing of the AgreementMajority Lenders (and, this Series Supplement and in the Agreement may be amended from time case of amendments, modifications or supplements of or to time by any Loan Document to which the ServicerBorrower is a Party, the Transferor and the Trustee with the consent approval in writing of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of Borrower), and then only in the Invested Amount of the Series 1997-1 Certificates specific instance and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandinggiven; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender which is, at such amendment under this Section 20 shall time, a Defaulting Lender), do any of the following at any time: (i) reduce in any manner change the percentage of the Revolving Commitments or of the aggregate unpaid principal amount ofof the Revolving Notes, or delay the timing ofnumber of Lenders, distributions which are that shall be required for the Lenders or any of them to be made on take any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; action hereunder or under any other Loan Document, (ii) change permit the definition of creation, incurrence, assumption or the manner of calculating the interest existence of any Investor Certificate Lien on any item of Collateral to secure any obligations other than Obligations owing to the Lenders, the Issuing Banks (other than any Third Party Issuer), the LC Guarantor and the Agent under the Loan Documents and other than indebtedness owing to any other Person, provided that, in the case of any Lien on any item of Collateral to secure indebtedness owing to any other Person, the Majority Lenders shall otherwise permit the creation, incurrence, assumption or existence of such Class without Lien and, to the consent extent not otherwise permitted under Section 8.8, of the related Investor Certificateholders such indebtedness, or (iii) reduce amend this Section 13.2, and (b) no amendment, waiver or consent shall, unless in writing and signed by the aforesaid percentage required to consent to any Majority Lenders and each Lender affected by such amendment amendment, waiver or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%consent, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) increase the Series 1994-2 Certificates are no longer outstanding Revolving 108 Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the Series 1994-2 Certificates are principal of, or interest on, the Revolving Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Document to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Document to such Lender, or (iv) change the order of application or amount of any prepayment set forth in Section 5.2 in any manner that materially adversely affects such Lender; provided further that no longer rated amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Bank or the LC Guarantor in addition to the Lenders required above to take such action, affect the rights or obligations of such Issuing Bank or the LC Guarantor, as the case may be, under this Agreement or any other Loan Document; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Rating Agency specified Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Revolving Note or other Loan Document. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 13.2 shall apply equally to, and shall be binding upon, all of the Lenders, the Issuing Banks, the LC Guarantor and the Agent. Nothing contained in this Section 13.2 shall prohibit or prevent the Majority Lenders from agreeing with the Borrower to forbear in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent exercise of remedies on account of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefault.
Appears in 1 contract
Amendments; Consents. Solely with respect to No amendment, modification, termination, or waiver of any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provision of this Series Supplement or the Agreement or of modifying the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in any manner writing and signed by the rights of Majority Lenders (and then such waiver or consent shall be effective only in the Certificateholders of any Class of specific instance and for the Series 1997-1 Certificates then issued and outstandingspecific purpose for which given); provided, however, that no such amendment under this Section 20 the consent of each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(i) reduce the extension of maturity of any Loan or Note of such Lender, or of the payment date of interest, principal and/or fees thereunder or hereunder, or
(ii) any reduction in the rate of interest on any Loan or Note of such Lender, or in any amount of principal or interest due on any Loan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or waiver covered by this clause (ii); or
(iii) any change in the manner of pro rata application of any payments made by the amount ofBorrowers to the Lenders hereunder, or delay
(iv) any change in any percentage voting requirement in this Agreement, or
(v) any increase in the timing of, distributions which are required to be made on any Investor Certificate dollar amount or percentage of such Class Lender’s Commitment without such Lender’s written consent, or
(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or
(vii) any release of any portion of collateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the consent Loan Documents, or
(viii) any change in any provision of this Agreement which requires all of the related Investor CertificateholdersLenders to take any action under such provision or
(ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 15.1 itself. By way of clarification and not limitation, all of the Lenders shall be deemed to be affected directly by the matters described in each of clauses (iii), (iv), (vii), (viii) and (ix), above. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) change no such waiver, amendment or modification shall amend, modify or otherwise affect the definition rights or duties of any of the Agent or the manner Letter of calculating the interest of Credit Issuer without its prior written consent; and (iii) if any Investor Certificate of such Class without Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the related Investor Certificateholders Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage release can be effected as a result of the Invested Amount of the Series 1997-1 Certificates assignment contemplated by such Section (together with all other such assignments required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor Borrowers to take any action which be made pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding this paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder).
Appears in 1 contract
Amendments; Consents. Solely with respect Except as otherwise expressly set forth in this Agreement, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant departure by Borrower or any other party therefrom, may in any event be effective unless in writing signed by Agents with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a party, signed by ▇▇▇▇▇▇▇▇, and, in the case of any amendment, modification or supplement to Section 13.1 of 13 or Section 14, signed by Administrative Agent or Security Agent, respectively), and then only in the Agreementspecific instance and for the specific purpose given; and, this Series Supplement and the Agreement no amendment, modification, supplement, termination, waiver or consent may be amended from time effective: 12.
16.1 to time by extend or increase any Commitment of any Lender without the Servicerwritten consent of such Lender (it being understood that a waiver or amendment of any condition precedent in Article 4 or the waiver of any Event of Default shall not constitute an extension or increase of any Commitment of any Lender); 12.
16.2 to reduce the principal of, or rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the Transferor written consent of each Lender directly and the Trustee with adversely affected thereby (provided that only the consent of the Holders Requisite Lenders shall be necessary (x) to amend the definition of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% “Default Rate” or to waive the obligation of Borrower to pay interest at the Invested Amount Default Rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class amendment would be adversely affectedto reduce the rate of interest on any Loan or other Obligation under the Loan Documents or to reduce any fee payable hereunder);
16.3 to postpone any date fixed for any payment of principal of, for the purpose of adding or interest on, any provisions to Loan, or changing in any manner fees or eliminating other amounts payable hereunder or under any of the provisions of this Series Supplement other Loan Document, or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, waive or delay excuse any such payment, without written consent of each Lender directly and adversely affected thereby; 12.
16.4 to change Section 2.13 or Section 12.10 in a manner that would alter the timing ofpro rata sharing of and, distributions which are if applicable, the order of payments required to be made on any Investor Certificate of such Class thereby without the written consent of each Lender directly and adversely affected thereby; 12.
16.5 to increase the percentages of Net Book Value as set forth in paragraphs (a) – (g) in the definition of “Borrowing Base,” without the written consent of all the Lenders; 12.
16.6 to (i) release all or a substantial portion of the related Investor Certificateholders; Collateral from the Lien of the Collateral Documents if the effect thereof would be to cause a Borrowing Base Deficiency, or (ii) change amend the provisions of the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders “Requisite Lenders,” or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage release all of substantially all of the Invested Amount value of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%Subsidiary Guaranties of the Obligations, in each case without the written consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the AgreementLenders; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.12
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment, (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or pledge of Pledged Securities except as specifically permitted hereunder, or (f) any amendment pursuant to this Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to 10.3 or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingSection 8.4 hereof; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without only the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which Required Lenders shall be necessary (i) to amend the Series 1994-2 Certificates are no longer outstanding definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Series 1994-2 Certificates are no longer rated effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Rating Agency specified Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings Loan) shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Bea Systems Inc)
Amendments; Consents. Solely with respect to any amendment pursuant to Section 13.1 of the Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Series Supplement Agreement or in any Loan Document to be given by the Lenders may be given, and any term of this Agreement or of any other Loan Document may be amended, and the performance or observance by the Borrower or any Loan Party or Subsidiary of any terms of this Agreement or such other Loan Document or the continuance of any Default or Event of Default may be amended from time to time by the Servicerwaived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the Transferor and the Trustee with the written consent of the Holders Requisite Lenders (and, in the case of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% an amendment to any Loan Document, the written consent of the Invested Amount Borrower). Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement Lenders (or the Agreement or of modifying in any manner Administrative Agent at the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent written direction of all of the related Investor CertificateholdersLenders), do any of the following: (i) increase or decrease the Commitments of the Lenders or subject the Lenders to any additional obligations; (ii) change reduce the definition of principal of, or interest rates that have accrued or that will be charged on the manner of calculating the interest of outstanding principal amount of, any Investor Certificate of such Class without the consent of the related Investor Certificateholders Loans or other Obligations; (iii) reduce the aforesaid percentage required to consent to amount of any Fees payable hereunder; (iv) postpone any date fixed for any payment of any principal of, interest on, or Fees with respect to, any Loans or any other Obligations; (v) change the Commitment Percentages; (vi) amend this Section or Sections 4.1., 4.2., 8.8., 1O.1.(a), 1O.1.(d) and 1O.1.(e) hereof, amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such amendment definitions affect the aforementioned Sections or reduce the substance of this Section; (vii) release any Guarantor from its obligations under its Guaranty or (viii) modify the definition of the term "Requisite Lenders" or modify in any other manner the number or percentage of the Invested Amount Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof. Further, no amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Series 1997-1 Certificates required Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent to any action hereunder if such percentage is greater than 66 2/3%, shall be effective only in each case without the consent specific instance and for the specific purpose set forth therein. No course of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing dealing or delay or omission on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent part of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 CertificatesAdministrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except Except as specifically otherwise explicitly provided for herein (including the immediately preceeding paragraph) and or in the Agreement; providedany other Loan Document, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given no notice to or demand upon the Trustee, Borrower shall entitle the Servicer and any Rating Agencies then rating the outstanding Class A Certificates Borrower to other or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction further notice or if the Class A Certificates demand in similar or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderother circumstances.
Appears in 1 contract
Sources: Credit Agreement (Mgi Properties)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom (except with respect to any amendment pursuant to Section 13.1 of Exhibit I attached hereto), shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agreement Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Exhibit I hereto may be amended amended, supplemented, replaced or otherwise modified from time to time by at the Servicer, written request of Borrower and upon the Transferor written consent of Agent and the Trustee with LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Holders Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunder except as permitted by Section 2.10(b) of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% this Agreement, (b) the extension of maturity of the Invested Amount Notes, the payment date of interest or principal thereunder, or the Series 1997-1 Certificates and not less than 51% payment of facility or other fees or amounts payable hereunder, (c) any reduction in the Class A Invested Amount to rate of interest on the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of facility or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of such Class without any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the consent release of the related Investor Certificateholders any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (iiif) reduce the aforesaid percentage required any amendment to consent to any such amendment this Section 10.03 or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.Section 8.05
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Amendments; Consents. Solely Other than (i) as provided in Section 2.8 with respect to any amendment pursuant New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to Section 13.1 an Extended Facility Agreement, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Agent with the written approval of the AgreementRequisite Lenders (and, this Series Supplement and in the Agreement may be amended from time case of any amendment, modification or supplement of or to time any Loan Document to which Borrower is a party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the ServicerAgent), and then only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandinggiven; provided, however, provided that no such amendment under this amendment, modification, supplement, termination, waiver or consent may be effective (in each case, other than (i) as provided in Section 20 shall 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement):
(a) to (i) reduce the principal of or the rate of interest payable on, any Loan; provided that no amendment resulting in the payment of a higher rate of interest to any manner Lender or group of Lenders within the amount of, or delay same class than the timing of, distributions which are required rate of interest payable to the other Lenders of the same class hereunder shall be made on any Investor Certificate of such Class permitted without the written consent of all Lenders of such class); provided further that the related Investor Certificateholders; waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) change increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby;
(b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other amount payable to any Lender under the Loan Documents, or to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby;
(c) except as set forth in the last paragraph of this Section 11.2, to amend the definition of or “Requisite Lenders” without the manner written consent of calculating each Lender;
(d) to release any Subsidiary Guarantor from its Subsidiary Guaranty if the interest of any Investor Certificate assets and net income of such Class Restricted Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (in each case as of the Fiscal Year most-recently ended prior to such release), would exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Collateral from the Lien of the Loan Documents without the written consent of each Lender;
(e) to amend or waive Section 8.1 or this Section 11.2 without the written consent of each Lender;
(f) to change Sections 3.10(b) or 9.2(d) in a manner that would alter the pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby;
(g) to amend or waive Section 8.2 with respect to any Advance under the Revolving Credit Facility without the written consent of Revolving Lenders having at such time in excess of 50% of the Revolving Commitments; and
(h) to amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders without the written consent of all Lenders or such specified portion of the Lenders, as applicable. Notwithstanding anything to the contrary in this Section 11.2, in the event that Borrower awards any agent or other titles under this Agreement to Lenders, whether existing Lenders or New Lenders, the Agent and Borrower may enter into amendments to this Agreement to the extent necessary to reflect such title(s). Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Agent. Notwithstanding anything to the contrary in this Section 11.2, (i) neither Section 2.4 nor any other provision affecting the rights or duties of the Issuing Lender shall be amended without the consent of the related Investor Certificateholders Issuing Lender and (ii) neither Article 10 nor any provision affecting the rights or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage duties of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case Agent shall be amended without the consent of all such Investor Certificateholders. The Transferor and the Series 1997Agent.
(1) Notwithstanding anything to the contrary in this Section 11.2, the Agent is authorized by the Lenders to enter into amendments or supplements to this Agreement, or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of curing any typographical error, incorrect cross-1 Certificateholders hereby agree that commencing on reference, defect in form, inconsistency, omission or ambiguity herein or therein (without any consent or approval by the Business Day upon which Lenders).
(2) Notwithstanding anything to the contrary in this Section 11.2, (i) the Series 1994-2 Certificates are no longer outstanding Agent and Borrower or applicable Subsidiary Guarantor may enter into amendments, supplements or modifications to the Loan Documents or additional Loan Documents to reflect additional Collateral provided under the Loan Documents or effect releases of Collateral or guarantees permitted by the Loan Documents, or to take such further actions in respect of the Security Documents as contemplated hereunder and thereunder (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant Agent and Borrower may make amendments and supplements to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentLoan Documents to add additional Lenders, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior Extending Revolving Lenders and Extending Term Loan Lenders to the occurrence Credit Agreement, including the definitions of the events specified in (i) “Requisite Lenders” and “Pro Rata Share” and (iiiii) abovethe Agent and Borrower may make amendments, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) modifications and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent supplements to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderAgent Fee Letter.
Appears in 1 contract
Sources: Credit Agreement (Viasat Inc)
Amendments; Consents. Solely Other than (i) as provided in Section 2.8 with respect to any amendment pursuant New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to Section 13.1 an Extended Facility Agreement, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Agent with the written approval of the AgreementRequisite Lenders (and, this Series Supplement and in the Agreement may be amended from time case of any amendment, modification or supplement of or to time any Loan Document to which Borrower is a party, signed by ▇▇▇▇▇▇▇▇, and, in the case of any amendment, modification or supplement to Article 10, signed by the ServicerAgent), and then only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandinggiven; provided, however, provided that no such amendment under this amendment, modification, supplement, termination, waiver or consent may be effective (in each case, other than (i) as provided in Section 20 shall 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement):
(a) to (i) reduce the principal of or the rate of interest payable on, any Loan; provided that no amendment resulting in the payment of a higher rate of interest to any manner Lender or group of Lenders within the amount of, or delay same class than the timing of, distributions which are required rate of interest payable to the other Lenders of the same class hereunder shall be made on any Investor Certificate of such Class permitted without the written consent of all Lenders of such class); provided further that the related Investor Certificateholders; waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) change increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby;
(b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other amount payable to any Lender under the Loan Documents, or to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby;
(c) except as set forth in the last paragraph of this Section 11.2, to amend the definition of or “Requisite Lenders” without the manner written consent of calculating each Lender;
(d) to release any Subsidiary Guarantor from its Subsidiary Guaranty if the interest of any Investor Certificate assets and net income of such Class Restricted Subsidiary as of the most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (in each case as of the Fiscal Year most-recently ended prior to such release), would exceed 40% of (i) Net Income or (ii) Consolidated Total Assets as at the end of such Fiscal Year, without the written consent of each Lender; or to release all or substantially all of the Collateral from the Lien of the Loan Documents without the written consent of each Lender;
(e) to amend or waive Section 8.1 or this Section 11.2 without the written consent of each Lender;
(f) to change Sections 3.10(b) or 9.2(d) in a manner that would alter the pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby;
(g) to amend or waive Section 8.2 with respect to any Advance under the Revolving Credit Facility without the written consent of Revolving Lenders having at such time in excess of 50% of the Revolving Commitments; and
(h) to amend any provision of this Agreement that expressly requires the consent or approval of all or a specified portion of the Lenders without the written consent of all Lenders or such specified portion of the Lenders, as applicable. Notwithstanding anything to the contrary in this Section 11.2, in the event that Borrower awards any agent or other titles under this Agreement to Lenders, whether existing Lenders or New Lenders, the Agent and Borrower may enter into amendments to this Agreement to the extent necessary to reflect such title(s). Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Agent. Notwithstanding anything to the contrary in this Section 11.2, (i) neither Section 2.4 nor any other provision affecting the rights or duties of the Issuing Lender shall be amended without the consent of the related Investor Certificateholders Issuing Lender and (ii) neither Article 10 nor any provision affecting the rights or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage duties of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case Agent shall be amended without the consent of all such Investor Certificateholders. The Transferor and the Series 1997Agent.
(1) Notwithstanding anything to the contrary in this Section 11.2, the Agent is authorized by the Lenders to enter into amendments or supplements to this Agreement, or any other Loan Document to which it is a party, with Borrower or the applicable Subsidiary Guarantor for the purpose of curing any typographical error, incorrect cross-1 Certificateholders hereby agree that commencing on reference, defect in form, inconsistency, omission or ambiguity herein or therein (without any consent or approval by the Business Day upon which Lenders).
(2) Notwithstanding anything to the contrary in this Section 11.2, (i) the Series 1994-2 Certificates are no longer outstanding Agent and Borrower or applicable Subsidiary Guarantor may enter into amendments, supplements or modifications to the Loan Documents or additional Loan Documents to reflect additional Collateral provided under the Loan Documents or effect releases of Collateral or guarantees permitted by the Loan Documents, or to take such further actions in respect of the Security Documents as contemplated hereunder and thereunder (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant Agent and Borrower may make amendments and supplements to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentLoan Documents to add additional Lenders, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior Extending Revolving Lenders and Extending Term Loan Lenders to the occurrence Credit Agreement, including the definitions of the events specified in (i) “Requisite Lenders” and “Pro Rata Share” and (iiiii) abovethe Agent and Borrower may make amendments, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) modifications and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent supplements to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderAgent Fee Letter.
Appears in 1 contract
Sources: Credit Agreement (Viasat Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment pursuant to Section 13.1 increase in the Commitment hereunder, (b) the extension of maturity of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and payment date of interest thereunder, or the Trustee with payment of commitment or other fees or amounts payable hereunder, (c) any reduction in the consent rate of interest on the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of commitment or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of such Class without any Pledgor or, except as set forth in the consent first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to Borrower and each of the related Investor Certificateholders Banks. Each Bank or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage other holder of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings a Note shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Oglebay Norton Co)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom (except with respect to any amendment pursuant to Section 13.1 of Exhibit I attached hereto), shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agreement Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Exhibit I hereto may be amended amended, supplemented, replaced or otherwise modified from time to time by at the Servicer, written request of Borrower and upon the Transferor written consent of Agent and the Trustee with LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Holders Lenders affected thereby shall be required with respect to (a) any increase in the Commitment hereunder except as permitted by Section 2.10(b) of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% this Agreement, (b) the extension of maturity of the Invested Amount Loans, the payment date of interest or scheduled principal thereunder, or the Series 1997-1 Certificates and not less than 51% payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the Class A Invested Amount to rate of interest on the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of facility or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of such Class without any Guarantor of Payment, except in accordance with Section 5.19 hereof or for the consent release of the related Investor Certificateholders any Guarantor of Payment in connection with a transaction expressly permitted pursuant to this Agreement, or (iiif) reduce the aforesaid percentage required any amendment to consent to any such amendment this Section 10.03 or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.Section 8.05
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment pursuant to Section 13.1 departure by any Borrower Party therefrom shall be effective unless in writing signed by Requisite Banks and acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Except as otherwise expressly provided herein, without the approval in writing of the AgreementAgent and all Banks, this Series Supplement and the Agreement no amendment, modification, supplement, termination, waiver or consent may be amended from time to time by effective to:
(a) Reduce the Servicer, the Transferor and the Trustee with the consent amount of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to principal or changing in any manner required principal payments or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders prepayments of any Class of the Series 1997-1 Certificates then issued and outstandingOutstanding Obligations; provided, however, that no such amendment under this Section 20 only the consent of Requisite Banks shall (i) reduce be required in any manner instance where Banks have the right to consent to the release price of any property or Persons being Disposed of;
(b) Reduce the rate of interest payable on any Outstanding Obligations or the amount of any fee or other amount payable to any Bank under the Loan Documents (unless consented to by each Bank entitled to receive such fee or other amount), including in each case, any change in the way any financial covenant used to determine the Applicable Amount is calculated;
(c) Waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee;
(d) Postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Loan or any installment of any commitment fee, to extend the term of, or increase the amount of, any Bank's Revolving Credit Commitment or delay the timing of, distributions which are required Term Loan Commitment (it being understood that a waiver of any Event of Default not referred to be made on any Investor Certificate of such Class without in subsection (c) above shall require only the consent of all Requisite Banks) or modify the Pro Rata Share of the related Investor Certificateholders; any Bank;
(iie) change Amend the definition of "Requisite Banks" or the manner provisions of calculating the interest Section 4, Section 9, this Section 10.01 or Section 10.06; or
(f) Amend any provision of any Investor Certificate of such Class without this Agreement that expressly requires the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent approval of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the AgreementBanks; provided, however, for that (i) no amendment, waiver or consent shall, unless in writing and signed by Issuing Bank in addition to Requisite Banks or all Banks, as the Transferor case may be, affect the rights or duties of Issuing Bank, (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to take Requisite Banks or all Banks, as the case may be, affect the rights or duties of Agent, and (iii) any action which does not otherwise require fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any amendment, modification, supplement, termination, waiver or consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect pursuant to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates this Section shall apply equally to, and shall not have such a material adverse effect on Series 1994-2be binding upon, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificatesall Banks and Agent. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.84 91
Appears in 1 contract
Amendments; Consents. Solely with respect So long as any Senior Indebtedness (including any letter of credit or lender guarantee) is outstanding or there is a commitment to lend any amendment pursuant to Section 13.1 Senior Indebtedness (including any commitment under the Senior Debt Documents) the terms of the Agreement, this Series Supplement and the Agreement Debentures may be amended from time to time by the Servicer, the Transferor and the Trustee only with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% Principal Lender, if any. Notwithstanding the foregoing, without the consent of the Invested Amount of Principal Lender, the Series 1997-1 Certificates Debentures may be amended by the Company and the Holders (x) to cure any ambiguity, defect or inconsistency that does not less than 51% of affect the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any subordination provisions to hereof or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders Senior Lenders, (y) waive or cure any Event of Default hereunder so long as the such waiver or amendment does not change the Maturity Date of the Debentures to an earlier date and (y) to extend the Maturity Date. In addition to the foregoing, no amendment or waiver of any Class provision of this Agreement, shall be effective unless the same shall be in writing and signed by Holders holding at least a majority of the Series 1997-1 Certificates principal amount of Debentures then issued and outstanding; providedPROVIDED, howeverHOWEVER, that no such amendment under this Section 20 shall (i) reduce in any manner the amount ofthat, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the written consent of all of the related Investor Certificateholders; Holders of the Debentures, no such action may extend the Maturity Date, or reduce the rate or extend the time of payment of interest thereon (ii) except as required under Section 7.3), or reduce the principal amount thereof, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the Holders, the obligation of the Company to repurchase any Debenture at the option of the Holder upon the happening of a Change of Control, change the definition of currency in which the Debentures are payable, or impair or change in any respect adverse to the manner of calculating Holders the interest of any Investor Certificate of such Class without right to convert the consent of Debentures into Common Stock subject to the related Investor Certificateholders terms set forth herein, or (iii) reduce the aforesaid percentage of Debentures, the Holders of which are required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderamendment.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest thereunder, or the payment of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Majority Banks definition in this Agreement, (e) the release of any Pledgor or, except as set forth in the first sentence of this Section 10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment pursuant to Section 13.1 of the Intercreditor Agreement, this Series Supplement and the Agreement Section 10.3 or Section 8.5 hereof. In addition, Section 10.11 hereof may not be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires prior written consent of any Rating Agency Designating Bank, as defined in Section 10.11 hereof, affected thereby. Notice of amendments or satisfaction consents ratified by the Banks hereunder shall immediately be forwarded by Agent to Borrower and each of any Rating Agency Condition the Banks. Each Bank or the confirmation other holder of existing ratings a Note shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any amendment pursuant to Section 13.1 of departure by any Borrower Party therefrom, shall be effective unless in writing signed by the Agreement, this Series Supplement Requisite Lenders and the Agreement Borrower or the applicable Borrower Party, as the case may be amended from time to time be, and acknowledged by the ServicerAdministrative Agent, and each such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under this Section 20 shall any other Loan Document without the written consent of each Lender directly affected thereby;
(id) reduce in any manner the amount principal of, or delay the timing ofrate of interest specified herein on, distributions which are required to be made on any Investor Certificate Loan or Letter of such Class Credit , or any fees or other amounts payable hereunder or under any other Loan Document without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementeach Lender directly affected thereby; provided, however, for the Transferor to take any action which does not otherwise require that only the consent of the Series 1997-1 Certificateholders and which has received Requisite Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent obligation of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent Borrower to the sale or transfer of any pay interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Transferor effect of such proposed reduction amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder;
(e) change Section 2.08 in a manner that would alter the Discount Factor at least five Business Days prior to such reduction or if pro rata sharing of payments required thereby without the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder Lender;
(f) change any provision of this Section or the definition of "Requisite Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release all or a material part of the Collateral, or release any Guarantor from any Guaranty, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and Class B Certificateholdersigned by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 13.1 5.12 hereof, or (f) any amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the AgreementBanks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Series Supplement and the Agreement Section, regardless of its failure to agree thereto. In addition, Section 10.11 hereof may not be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires prior written consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentDesignating Bank, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified as defined in (i) and (ii) aboveSection 10.11 hereof, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderaffected thereby.
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Amendments; Consents. Solely with respect to No amendment, modification, termination, or waiver of any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provision of this Series Supplement or the Agreement or of modifying the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in any manner writing and signed by the rights of Majority Lenders (and then such waiver or consent shall be effective only in the Certificateholders of any Class of specific instance and for the Series 1997-1 Certificates then issued and outstandingspecific purpose for which given); provided, however, that no such amendment under this Section 20 the consent of each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(i) reduce the extension of maturity of any Loan or Note of such Lender, or of the payment date of interest, principal and/or fees thereunder or hereunder, or
(ii) any reduction in the rate of interest on any Loan or Note of such Lender, or in any amount of principal or interest due on any Loan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that neither any amendment to Section 9.8 or the defined terms used therein nor the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall be construed to be an amendment, modification or waiver covered by this clause (ii); or
(iii) any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or
(iv) any change in any percentage voting requirement in this Agreement, or
(v) any increase in the dollar amount ofor percentage of such ▇▇▇▇▇▇’s Commitment without such ▇▇▇▇▇▇’s written consent, or
(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or
(vii) any release of any portion of collateral, if any, other than in accordance with this Agreement, or delay any release of any Borrower from its obligations under the timing ofLoan Documents other than in accordance with this Agreement, distributions which are required to be made on or any Investor Certificate release of such Class without the consent of all or substantially all of the related Investor Certificateholdersvalue of the guarantees provided by the Guarantors other than in accordance with this Agreement, or
(viii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision, or
(ix) contractually subordinate the Obligations in right of payment to any other Indebtedness for borrowed money of the Loan Parties other than Indebtedness that is expressly permitted by the Loan Documents as in effect on the Closing Date to be senior in right of payment to the Obligations, or (x) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 15.1 itself. By way of clarification and not limitation, all of the Lenders shall be deemed to be affected directly by the matters described in each of clauses (iii), (iv), (vii), (viii) and (ix), above. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) change no such waiver, amendment or modification shall amend, modify or otherwise affect the definition rights or duties of any of the Agents, the Swingline Loan Lender or the manner Letter of calculating the interest of Credit Issuer without its prior written consent; and (iii) if any Investor Certificate of such Class without Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the related Investor Certificateholders Majority Lenders, the Borrowers may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage release can be effected as a result of the Invested Amount of assignment contemplated by such Section (together with all other such assignments required by the Series 1997-1 Certificates required Borrowers to consent be made pursuant to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholdersthis paragraph). The Transferor Agents and the Series 1997-1 Certificateholders Lenders hereby agree that commencing on any Borrower (other than Holdings) shall be automatically discharged and released from its obligations under this Agreement and the Business Day other Loan Documents upon which the Lead Agent’s receipt of written notice from Holdings that such Borrower shall cease to be a Borrower hereunder, so long as (i) no Event of Default has occurred and is continuing at the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent time of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) notice and (ii) abovesuch Borrower has been released and discharged (or will be released and discharged concurrently with the release of such Borrower hereunder), the Transferor does not have to receive Series 1997-1 Certificateholder consent whether as borrower, obligor, and/or guarantor, from all obligations under any credit facility representing Indebtedness for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and borrowed money or represented by bonds, notes, debentures or similar securities, in the Agreement; providedeach case, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificatesin an amount exceeding $100,000,000 individually. The Transferor Lenders hereby agrees that it will not agree or consent authorize the Agents, and each Agent ▇▇▇▇▇▇ agrees, to execute and deliver any release documentation reasonably requested by the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice Borrowers to the Trustee, the Servicer evidence such discharge and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderrelease.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, the Transferor and the Trustee with (x) the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would Supermajority Lenders shall be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (iia) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any component definition used therein (including the manner definitions of calculating “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory”, “Eligible M&E”, “Eligible Real Property”, “Eligible Aircraft”, “Fair Market Value”, “NOLV” and “Value”) if, as a result thereof, the interest amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves and (b) increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto; provided however that no such amendment, waiver or consent shall:
(a) extend or increase the Commitment of any Investor Certificate Lender, or reinstate the Commitment of any Lender after the termination of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required Commitment pursuant to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%this Agreement, in each case without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3.2 or the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(b) postpone any date scheduled for, or reduce the amount of, any payment of principal of, or interest on, any Loan or LC Disbursement, or any fees or other amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver of any mandatory prepayment of Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees;
(c) reduce the principal of, or the rate of interest specified herein on, or change the currency of, any Loan, (it being understood that a waiver of any Default or Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal), or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of a financial ratio (including the definition of Excess Availability) or in the component definitions thereof shall not constitute a reduction in any rate of interest or any fees based thereon; provided however that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;
(d) change Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder or any change to the definition of Applicable Percentage without the written consent of each Lender,
(e) change any percentage voting requirement, the voting rights, the Required Lenders definition or the Supermajority Lenders definition, without the written consent of each Lender,
(f) change Section 7.4 of this Agreement, without the written consent of each Lender,
(g) other than in a transaction expressly permitted under this Agreement on the Closing Date, release any Borrower without the written consent of each Lender,
(h) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender;
(i) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the Liens on the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(j) other than in a transaction expressly permitted under this Agreement on the Closing Date, subordinate (or take any action that has the effect of subordinating) the Lien on all or substantially all of the Collateral granted to secure the Secured Obligations or subordinate (or take any action that has the effect of subordinating) the Secured Obligations in right of payment, without the written consent of each Lender;
(k) amend this Section 9.14 or Section 9.16 of this Agreement, without the written consent of each Lender; provided however only the consent of the Required Lenders shall be required for a waiver involving any amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. This Section 9.14 shall be subject to any contrary provision of Section 2.25. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) amendments and modifications in connection with the transactions provided for by Section 2.25 that benefit existing Lenders may be effected without such Lenders’ consent, (b) if the Agent and the Borrower Representative shall have jointly identified an obvious error or any error, ambiguity or omission, defect or inconsistency of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrower Representative shall be permitted to amend such provision and (c) the Agent and the Borrower Representative shall be permitted to amend any provision of any Collateral Document, Guaranty, or enter into any new agreement or instrument, to be consistent with this Agreement and the other Loan Documents or as required by local law to give effect to any guaranty, or to give effect to or to protect any security interest for the benefit of the Secured Parties, in any property so that the security interests comply with applicable Law, and in each case, such amendments, documents and agreements shall become effective without any further action or consent of any other party to any Loan Document if in the case of amendments contemplated by clause (b) the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), and the Cash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower Representative certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to affect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all such Investor Certificateholders. The Transferor and Lenders or each affected Lender may be effected with the Series 1997-1 Certificateholders hereby agree consent of the applicable Lenders other than the Defaulting Lenders except that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the Series 1994-2 Certificates are no longer rated by principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the Rating Agency specified in scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of all Lenders or each affected Lender that by its terms affects any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less Defaulting Lender more adversely than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, no consent to any amendment pursuant departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to Section 13.1 payment in full of the Agreement, this Series Supplement Obligations shall be effective unless in writing signed by the Requisite Lenders and the Agreement Borrower or the applicable Loan Party, as the case may be amended from time to time be, and acknowledged by the ServicerAdministrative Agent, and each such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment under this Section 20 shall amendment, waiver or consent shall: (ia) reduce in extend or increase the Commitment of any manner Lender without the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate written consent of such Class without the consent of all of the related Investor CertificateholdersLender; (iib) change postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the definition of delay or the manner of calculating the interest waiver of any Investor Certificate mandatory prepayment) of such Class without principal, interest, fees or other amounts due to the consent Lenders (or any of them), including the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%Maturity Date, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of each Lender directly affected thereby; (c) reduce the Holders principal of, or the rate of Investor Certificates evidencing Undivided Interests aggregating not less than 51% interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementeach Lender directly affected thereby; provided, however, for that only the Transferor consent of the Requisite Lenders shall be necessary (i) to take any action which amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein); (d) change the provisions requiring pro rata payments to the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any provision of this Section or the definition of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release the Borrower or all or substantially all of the Guarantors from this Agreement, any Guaranty or release any material Security Document to which any such Person is a party without the written consent of each Lender, except to the extent such Person is the subject of a Disposition permitted by the provisions of this Agreement or such Security Document (in which cases such release may be made by Administrative Agent acting alone); or (g) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderDefaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Fusion Telecommunications International Inc)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 13.1 of the Agreement5.11 hereof, or (f) any amendment to this Series Supplement and the Agreement may be amended from time to time by the ServicerSection 10.3 or Section 8.04 hereof. In addition, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders Revolving Commitment of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to Bank may not be made on any Investor Certificate of such Class increased without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving prior written consent of such Bank. Notice of amendments or consents ratified by the Holders Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) abovea Note shall be bound by any amendment, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Amendments; Consents. Solely with respect to No amendment, modification, termination, or waiver of any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provision of this Series Supplement or the Agreement or of modifying the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in any manner writing and signed by the rights of Majority Lenders (and then such waiver or consent shall be effective only in the Certificateholders of any Class of specific instance and for the Series 1997-1 Certificates then issued and outstandingspecific purpose for which given); provided, however, that no such amendment under this Section 20 the unanimous consent of all Lenders shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(i) reduce the extension of maturity of any Note, or of the payment date of interest, principal and/or fees thereunder or hereunder, or
(ii) any reduction in the rate of interest on the Notes, or in any manner amount of principal or interest due on any Note or in the rate or amount ofof fees payable pursuant to Section 3.4, or delay any change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder, or
(iii) any change in any percentage voting requirement in this Agreement, or
(iv) any increase in the dollar amount or percentage of the Lenders’ Commitments or any Lender’s Commitment without such Lender’s written consent; or
(v) any change in amount or timing ofof any fees payable under this Agreement, distributions or
(vi) any release of any portion of collateral, if any, or any release of any Borrower from its obligations under Article 5, or
(vii) any change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or
(viii) any change in Section 12.4, Article 14 or this Section 15.1 itself. Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; and (ii) if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Majority Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 15.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made on pursuant to this paragraph). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any Investor Certificate right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Class Lender may not be increased or extended without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderLender.
Appears in 1 contract
Amendments; Consents. Solely with respect to No amendment, modification, termination, or waiver of any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provision of this Series Supplement or the Agreement or of modifying the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in any manner writing and signed by the rights of Majority Banks (and then such waiver or consent shall be effective only in the Certificateholders of any Class of specific instance and for the Series 1997-1 Certificates then issued and outstandingspecific purpose for which given); provided, however, that no such amendment under this Section 20 the unanimous consent of all Banks shall be required with respect to any amendment, modification, termination, or waiver which would effect (i) reduce in the extension of maturity of any manner the amount ofNote, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; payment date of interest, principal and/or fees thereunder or hereunder, or (ii) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note or in the rate or amount of fees payable pursuant to Section 3.4, or any change the definition of or in the manner of calculating the interest pro rata application of any Investor Certificate of such Class without payments made by the consent of Borrower to the related Investor Certificateholders Banks hereunder, or (iii) reduce any change in any percentage voting requirement in this Agreement, or (iv) any change in the aforesaid percentage required to consent to any such amendment dollar amount or reduce any percentage of the Invested Amount Banks' Commitments or any Bank's Commitment, or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of (A) any portion of the Series 1997-1 Certificates required Collateral (other than assets permitted to consent be sold or otherwise transferred pursuant to any action hereunder if the provisions of this Agreement or of the Security Document encumbering such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which assets) or (iB) the Series 1994-2 Certificates are no longer outstanding Subsidiary Guarantors or any thereof from any obligation under any Guaranty of Payment or release the Borrower from its obligations under Article 5, or (iivii) any change in any provision of this Agreement which requires all of the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor Banks to take any action which pursuant under such provision or (viii) any change in Section 11.4, Article 13 or this Section 14.1 itself. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by the Borrower to the Agreement requires consent all Banks. Each Bank or other holder of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings a Note shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any amendment pursuant to Section 13.1 of departure by the AgreementBorrower, this Series Supplement any other Obligor or the Permitted Investor therefrom, shall be effective unless in writing signed by the Requisite Lenders and the Agreement Borrower, the applicable Obligor or the Permitted Investor, as the case may be amended from time to time be, and acknowledged by the ServicerAdministrative Agent, and each such waiver or consent shall be effective only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandingfor which given; provided, however, that no such amendment amendment, waiver or consent shall:
(a) waive any condition set forth in Section 8.1 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under this Section 20 shall any other Loan Document without the written consent of each Lender directly affected thereby;
(id) reduce in any manner the amount principal of, or delay the timing ofrate of interest specified herein on, distributions which are required any Loan or (subject to be made on clause (iv) of the second proviso to this Section 11.2) any Investor Certificate of such Class fees or other amounts payable hereunder or under any other Loan Document without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreementeach Lender directly affected thereby; provided, however, for the Transferor to take any action which does not otherwise require that only the consent of the Series 1997-1 Certificateholders and which has received Requisite Lenders shall be necessary to amend the definition of “Default Rate” or to waive any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent obligation of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent Borrower to the sale or transfer of any pay interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request Default Rate;
(e) change Section 9.2(d) or Section 11.10 in a manner that would alter the pro rata sharing of payments required thereby without the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder Lender;
(f) change any provision of this Section or the definition of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) release any of the Collateral having an aggregate fair market value in excess of $2,000,000 (except as otherwise provided in any Loan Document); or
(h) release any Guarantor from its guaranty of the Obligations without the written consent of each Lender (except as otherwise provided in any Loan Document); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and Class B Certificateholdersigned by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lenders under this Agreement or any Letter of Credit application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.8(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 1 contract
Amendments; Consents. Solely with respect to any amendment pursuant to Section 13.1 This Agreement may not be modified or amended without the written consent of the Agreement, this Series Supplement and the Manager. This Agreement may be modified or amended from at any time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less Manager and by Investors holding more than 66 2/350% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions outstanding Units then held by Investors. For all purposes of this Series Supplement or Agreement, except as provided in the Agreement or last paragraph of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of10.03, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without when the consent of all Investors is required, the affirmative consent of the related Investor CertificateholdersInvestors is not required; (ii) change the definition "negative consent" by failure to object in writing after reasonable notice of a proposed modification or the manner of calculating the interest of any Investor Certificate of amendment is sufficient -- 30 calendar days to be conclusively presumed to constitute "reasonable notice" for such Class purposes. ML Cornerstone FuturesAccess LLC Limited Liability Company Operating Agreement The Manager may, without the consent of the related Investor Certificateholders Investors, modify or (iii) reduce the aforesaid percentage required to consent to amend any such amendment or reduce provision of this Agreement for any percentage of the Invested Amount following purposes:
(a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors;
(b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document;
(c) to cause the allocations contained in Article II to comply with Section 704 of the Series 1997-1 Certificates required Code or any other statutory provisions or regulations relating to consent such allocations;
(d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or
(e) to make any action hereunder if such percentage is greater than 66 2/3%other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received affirmative written consent of each Class A Certificateholder Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and Class B Certificateholderto provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (ML Cornerstone FuturesAccess LLC)
Amendments; Consents. Solely with respect No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any amendment departure by the Borrower or any other party therefrom, may in any event be effective unless the same shall be in writing and signed by the Majority Banks (or signed by the Administrative Agent at the direction of the Majority Banks) and the Borrower, and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Banks directly and adversely affected by such amendment, modification, supplement, termination, waiver or consent, no amendment, modification, supplement, termination, waiver or consent may be effective:
(a) To increase any Bank’s Commitment, extend scheduled payment dates of any Loan or Note beyond the Maturity Date, reduce the rate of interest (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 13.1 3.6) or fees or other amounts owing to the Bank, reduce or forgive the principal amount of the AgreementLoans, this Series Supplement and or extend any scheduled payment dates of principal, interest or fees, or otherwise reduce the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent principal amount of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to Obligations;
(b) To amend or changing in any manner or eliminating any of modify the provisions of the definitions of “Maturity Date”, or “Majority Banks” or of this Series Supplement Section 11.2;
(c) To amend or modify any provision of this Agreement that expressly requires the consent or approval of all the Banks; or
(d) To extend the Availability Period. In addition, no amendment, modification, supplement, termination, 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 Administrative Agent acting in such capacity under this Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; providedNote. Any amendment, howevermodification, that no such amendment under supplement, termination, waiver or consent pursuant to this Section 20 11.2 shall (i) reduce in any manner apply equally to, and shall be binding upon, all the amount ofBanks, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without Administrative Agent and the consent Borrower. Copies of all of amendments, modifications, supplements, terminations, waivers and consents shall be distributed to the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%Administrative Agent, in each case without the consent of all such Investor Certificateholders. The Transferor Bank and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderBorrower.
Appears in 1 contract
Amendments; Consents. Solely with respect to No amendment, modification, termination, or waiver of any amendment pursuant to Section 13.1 of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provision of this Series Supplement or the Agreement or of modifying the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in any manner writing and signed by the rights of Majority Lenders (and then such waiver or consent shall be effective only in the Certificateholders of any Class of specific instance and for the Series 1997-1 Certificates then issued and outstandingspecific purpose for which given); provided, however, that no such amendment under this Section 20 the consent of each Lender affected directly thereby shall be required with respect to any amendment, modification, termination, or waiver which would effect:
(i) reduce the extension of maturity of any Loan or Note of such Lender, or of the payment date of interest, principal and/or fees thereunder or hereunder, or
(ii) any reduction in the rate of interest on any Loan or Note of such Lender, or in any amount of principal or interest due on any Loan or Note of such Lender or in the rate or amount of fees payable to such Lender pursuant to Section 3.4; provided that the waiver of interest or Risk Participation Fees at the Increased Rate during an Event of Default shall not be construed to be an amendment, modification or waiver covered by this clause (ii); or
(iii) any change in the manner of pro rata application of any payments made by the amount ofBorrowers to the Lenders hereunder, or delay
(iv) any change in any percentage voting requirement in this Agreement, or
(v) any increase in the timing of, distributions which are required to be made on any Investor Certificate dollar amount or percentage of such Class ▇▇▇▇▇▇’s Commitment without such ▇▇▇▇▇▇’s written consent, or
(vi) any change in amount or timing of any fees payable to such Lender under this Agreement, or
(vii) any release of any portion of collateral, if any, other than in accordance with this Agreement, or any release of any Borrower from its obligations under the consent Loan Documents, or
(viii) any change in any provision of this Agreement which requires all of the related Investor CertificateholdersLenders to take any action under such provision or
(ix) any change in Section 12.4, Section 12.5, Section 14.1(a) or this Section 15.1 itself. By way of clarification and not limitation, all of the Lenders shall be deemed to be affected directly by the matters described in each of clauses (iii), (iv), (vii), (viii) and (ix), above. 1095144433\6\AMERICAS Notice of amendments or consents ratified by the Lenders hereunder shall immediately be forwarded by the Borrowers to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this section, regardless of its failure to agree thereto. Notwithstanding the foregoing, (i) if the Majority Lenders enter into or consent to any waiver, amendment or modification pursuant to this Section 15.1, no consent of any other Lender will be required if, when such waiver, amendment or modification becomes effective, (A) the Commitment of each Lender not consenting thereto terminates and (B) all amounts owing to it or accrued for its account hereunder are paid in full; (ii) change no such waiver, amendment or modification shall amend, modify or otherwise affect the definition rights or duties of any of the Agent or the manner Letter of calculating the interest of Credit Issuer without its prior written consent; and (iii) if any Investor Certificate of such Class without Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor Lender and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated has been approved by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) aboveMajority Lenders, the Transferor does not have to receive Series 1997Borrowers may replace such non-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and consenting Lender in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or accordance with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.Section
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, no amendment, modification, termination or waiver shall increase the Transferor and amount of any Commitment of any Lender without the Trustee with the written consent of such Lender or increase the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class total Commitment without the consent of all of the related Investor Certificateholders; Lenders, and the unanimous consent of the Lenders shall be required with respect to (iia) the extension or postponement of the Revolving Credit Maturity Date, the payment dates of interest thereunder, or the payment of facility or other fees or amounts payable hereunder, (b) any reduction in the rate of interest on the Notes, or in any amounts of principal or interest due on any Note or the payment of facility or other fees hereunder, (c) any change to Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, any change in the manner of pro rata application of any payments made by the Borrower to the Lenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights, or the manner Required Lenders definition in this Agreement, (e) any amendment to Section 7.4 of calculating this Agreement, (f) the interest release of the Borrower or any Guarantor, (g) the release of any Investor Certificate of such Class without the consent of the related Investor Certificateholders material Collateral other than as provided below, or (iiih) reduce the aforesaid percentage required any amendment to consent this Section 9.14 or to any such amendment or reduce any percentage Section 9.16 of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the this Agreement; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the Transferor to take applicability of any action post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Series 1997-1 Certificateholders Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), and the Cash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has received expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any required Rating Agency consent sale or other disposition of such Collateral in connection with respect any exercise of remedies of the Agent and the Lenders pursuant to which Article VII. Except as provided in the Rating Agency has confirmed existing ratings but which preceding sentence, the Agent will have a not release any Liens on any material adverse effect on Collateral without the outstanding Series 1997- 1 Certificates and prior written authorization of all Lenders. Any such release shall not have such a material adverse effect on Series 1994-2in any manner discharge, affect, or impair the Transferor can only take such action upon receiving written Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of applicable Lenders other than the Invested Amount of Defaulting Lenders except that (i) the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer Commitment of any interest in Defaulting Lender may not be increased or portion of extended without the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor consent of such proposed reduction Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of the Discount Factor at least five Business Days prior payment may not be postponed as to such reduction Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or if modification requiring the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of all Lenders or each Class A Certificateholder and Class B Certificateholderaffected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely with respect No amendment, modification, supplement, termination, or waiver of any provision of this Agreement, and no consent to any amendment pursuant to Section 13.1 departure by Borrower therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the AgreementMajority Banks, this Series Supplement and then only in the Agreement specific instance and for the specific purpose given; and in addition to the approval in writing of the Majority Banks, no amendment, modification, supplement, termination, waiver, or consent may be amended from time effective:
(a) to time by reduce the Servicerprincipal of, or the Transferor and amount of principal, principal prepayments, or the Trustee with rate of interest payable on, any Obligation or increase the consent amount of any Commitment or decrease the Holders amount of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% any fee payable to any Bank without the approval in writing of each affected Bank;
(b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Obligation or any installment of any fee or to extend the Invested Amount term of any Commitment without the Series 1997-1 Certificates and not less than 51% approval in writing of the Class A Invested Amount each affected Bank;
(c) to the extent that such Class would be adversely affected, for the purpose of adding any provisions to amend or changing in any manner or eliminating any of modify the provisions of this Series Supplement the definitions in Section 1.01 of “Commitment” or the Agreement “Majority Banks”, of Sections 10.02, 10.09, 10.11 or of modifying in Article 8 without the approval of all the Banks; or
(d) to amend or modify any manner provision of this Agreement that expressly requires the rights consent or approval of all the Certificateholders Banks without the approval of any Class of all the Series 1997-1 Certificates then issued and outstandingBanks; provided, howeverfurther, that no such amendment amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks, all the Banks or all the affected Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 20 10.02 shall (i) reduce in any manner the amount ofapply equally to and be binding upon, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B CertificateholderBanks.
Appears in 1 contract
Sources: Revolving Credit Agreement (Avery Dennison Corporation)
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder (except as specified in Section 2.10(b) hereof), (b) the extension of maturity of the Loans, the payment date of interest or scheduled principal thereunder, or the payment date of commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of scheduled principal or interest due on any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Guarantor of Payment or material amount of Collateral securing the Obligations, except as specifically permitted hereunder, or (f) any amendment pursuant to this Section 13.1 11.3 or Section 9.5 hereof. Notice of the Agreement, this Series Supplement and the Agreement may be amended from time to time amendments or consents ratified by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount Lenders hereunder shall be forwarded by Agent to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; Lenders. Each Lender or other holder of a Note (iior interest in any Loan) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings shall be bound by any Rating Agency but does not require Certificateholder consentamendment, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree waiver or consent obtained as authorized by this Section, regardless of its failure to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderagree thereto.
Appears in 1 contract
Amendments; Consents. Solely with respect No amendment, modification, termination or waiver of any provision of any Loan Document nor consent to any amendment pursuant to Section 13.1 of variance therefrom, shall be effective unless the Agreement, this Series Supplement same shall be in writing and signed by the Agent and the Agreement may Lenders or Required Lenders, as appropriate, and then such waiver or consent shall be amended from time effective only in the specific instance and for the specific purpose for which given. Anything herein to time by the Servicercontrary notwithstanding, the Transferor and the Trustee with (x) the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would Supermajority Lenders shall be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (iia) change the definition of the terms “Excess Availability”, or “Borrowing Base”, or any component definition used therein (including the manner definitions of calculating “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Inventory” and “Value”) if, as a result thereof, the interest amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Co-Collateral Agents to change, establish or eliminate any Reserves and (b) increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto; provided however that no such amendment, waiver or consent shall:
(a) extend or increase the Commitment of any Investor Certificate Lender, or reinstate the Commitment of any Lender after the termination of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required Commitment pursuant to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%this Agreement, in each case without the written consent of all such Investor Certificateholders. The Transferor Lender (it being understood that a waiver of any condition precedent set forth in Section 3.2 or the waiver of (or amendment to the terms of) any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
(b) postpone any date scheduled for, or reduce the amount of, any payment of principal of, or interest on, any Loan or LC Disbursement, or any fees or other amounts payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that the Series 1997-1 Certificateholders hereby agree waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver of any mandatory prepayment of Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees;
(c) reduce the principal of, or the rate of interest specified herein on, or change the currency of, any Loan, (it being understood that commencing a waiver of any Default or Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal), or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of a financial ratio (including the definition of Excess Availability) or in the component definitions thereof shall not constitute a reduction in any rate of interest or any fees based thereon; provided however that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;
(d) change Section 2.5 or any other section of this Agreement in a manner that would alter the pro rata funding of each Loan or participation in Swingline Loans or Letters of Credit, change in the manner of pro rata application of any payments made by the Borrowers to the Lenders hereunder or any change to the definition of Applicable Percentage without the written consent of each Lender,
(e) change any percentage voting requirement, the voting rights, the Required Lenders definition, the Specified Required Lenders definition or the Supermajority Lenders definition, without the written consent of each Lender,
(f) change Section 7.4 of this Agreement, without the written consent of each Lender,
(g) other than in a transaction expressly permitted under this Agreement on the Business Day upon which Closing Date, release any Borrower without the written consent of each Lender,
(h) other than in a transaction expressly permitted under this Agreement on the Closing Date, release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender;
(i) other than in a transaction expressly permitted under this Agreement on the Series 1994-2 Certificates are no longer outstanding Closing Date, release all or substantially all of the Liens on the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(iij) other than in a transaction expressly permitted under this Agreement on the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 SupplementClosing Date, for the Transferor to subordinate (or take any action which pursuant that has the effect of subordinating) the Lien on all or substantially all of the Collateral granted to secure the Agreement requires Secured Obligations or subordinate (or take any action that has the effect of subordinating) the Secured Obligations in right of payment, without the written consent of each Lender;
(k) amend this Section 9.14 or Section 9.16 of this Agreement, without the written consent of each Lender;
(l) (x) amend, reduce, waive or eliminate any Rating Agency of the covenants set forth in Sections 6.13, 6.14, 6.15 or satisfaction 6.16 of any Rating Agency Condition this Agreement or (y) waive the confirmation delivery of existing ratings the financial statements required by any Rating Agency but does not require Certificateholder consent5.2(a), such action can only be taken by (b), (e) or (j) of this Agreement, in either case, without the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% Specified Required Lenders; provided however only the consent of the Invested Amount of Required Lenders shall be required for a waiver involving any amendment hereunder or under the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action other Loan Documents which does not specifically require unanimous consent of the Lenders; provided further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender without the prior written consent of the Agent, the Co-Collateral Agents, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Series 1997-1 Certificateholders Agent, the Swingline Lender and which has received the Issuing Bank. Notice of amendments or consents ratified by the Required Lenders hereunder shall immediately be forwarded by the Agent to all Lenders. Each Lender or other holder of a Note shall be bound by any required Rating Agency amendment, waiver or consent or with respect obtained as authorized by this Section, regardless of its failure to which the Rating Agency has confirmed existing ratings but which will have agree thereto. Except as specifically provided below, a material adverse effect on the outstanding Series 1997- 1 Certificates and Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. This Section 9.14 shall be subject to any contrary provision of Section 2.25. In addition, notwithstanding anything else to the contrary contained in this Section 9.14, (a) amendments and modifications in connection with the transactions provided for by Section 2.25 that benefit existing Lenders may be effected without such Lenders’ consent, (b) if the Agent and the Borrower Representative shall have jointly identified an obvious error or any error, ambiguity or omission, defect or inconsistency of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrower Representative shall be permitted to amend such a material adverse provision and (c) the Agent and the Borrower Representative shall be permitted to amend any provision of any Security Document, Guaranty, or enter into any new agreement or instrument, to be consistent with this Agreement and the other Loan Documents or as required by local law to give effect on Series 1994-2to any guaranty, or to give effect to or to protect any security interest for the Transferor can only take benefit of the Secured Parties, in any property so that the security interests comply with applicable Law, and in each case, such amendments, documents and agreements shall become effective without any further action upon receiving written or consent of any other party to any Loan Document if in the Holders case of Investor Certificates evidencing Undivided Interests aggregating amendments contemplated by clause (b) the same is not less then 51% of objected to in writing by the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least Required Lenders within five (5) Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent following receipt of each Class A Certificateholder and Class B Certificateholdernotice thereof.
Appears in 1 contract
Sources: Credit Agreement (Astronics Corp)
Amendments; Consents. Solely with respect to any amendment pursuant (a) Subject to Section 13.1 and Section , no amendment or waiver of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the Servicer, the Transferor and the Trustee with the consent any provision of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement Loan Documents, nor consent to any departure by the Borrower or any other Person from such provisions, is effective unless in writing and approved by the Agreement Required Lenders. Any amendment, waiver or of modifying consent is effective only in any manner the rights of specific instance and for the Certificateholders of any Class of specific purpose for which it was given.
(b) Only written amendments, waivers or consents signed by all the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 Lenders shall (i) increase the Line of Credit, (ii) reduce in any manner the principal or amount of, or delay interest on or with respect to, any Accommodation, (iii) reduce any fees in which the timing Lenders share under the Loan Documents, (iv) postpone any date fixed for any payment of principal of, distributions or interest on, any Accommodation or any date fixed for payment of any fees in which are required to be made on any Investor Certificate of such Class without the consent of all Lenders share under the Loan Documents, (v) change (y) the percentage of the related Investor Certificateholders; Commitments, or (iiz) the number or percentage of Lenders required for the Lenders, or any of them, or the Agent to take any action, (vi) permit any release of, amendment to, or termination of any of the Security Documents (except as otherwise permitted in this Agreement), (vii) change the definition of Required Lenders, or (viii) amend this Section .
(c) Only written amendments, waivers or consents signed by the manner Agent in addition to the Required Lenders, shall affect the rights or duties of calculating the Agent under the Loan Documents.
(d) Subject to the provisions of this Section , in all other respects the Agent is authorized by each of the Lenders to take such actions or fail to take such actions under this Agreement as the Agent, in its reasonable discretion, deems to be advisable and in the best interest of the Lenders. Notwithstanding any Investor Certificate of such Class without provision to the consent contrary contained in this Agreement, subject to Section and any direction of the related Investor Certificateholders Required Lenders as provided for in Section , the Agent is authorized to take such actions or fail to take such actions in connection with (iiia) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage exercise of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or any and all rights and remedies under this Agreement (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant including but not limited to the Agreement requires consent exercise of any Rating Agency or satisfaction rights and remedies under Section of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentthis Agreement), such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) aboveits discretion in determining compliance with the eligibility requirements of Eligible Accounts Receivable and/or Eligible Inventory and establishing reserves against Availability in connection therewith, (b) the Transferor does not have release of Collateral, and/or (c) curing any ambiguity, defect or inconsistency in the terms of this Agreement; provided that the Agent, in its reasonable discretion, deems such to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) be advisable and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent best interests of the Series 1997-1 Certificateholders and which has received Lenders. In the event the Agent terminates this Agreement pursuant to the terms hereof, the Agent will cease making any required Rating Agency consent or with respect to Accommodations upon the effective date of termination except for any Accommodations which the Rating Agency has confirmed existing ratings but which will have a material adverse effect Agent deems, in its sole discretion, are reasonably required to maintain, protect or realize upon the Collateral.
(e) No failure on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent part of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% Agent or the Lenders to exercise, and no delay in exercising, any right under any of the Invested Amount Loan Documents shall operate as a waiver of such right; nor shall any single or partial exercise of any right under any of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree Loan Documents preclude any other or consent to further exercise of such right or the sale or transfer exercise of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderother right.
Appears in 1 contract
Amendments; Consents. Solely No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any amendment pursuant to Section 13.1 increase in the Commitment hereunder, (b) the extension of maturity of the Agreement, this Series Supplement and the Agreement may be amended from time to time by the ServicerNotes, the Transferor and payment date of interest or principal thereunder, or the Trustee with payment of facility or other fees or amounts payable hereunder, or any change in the consent method for computing such interest or fees, (c) any reduction in the rate of interest on the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affectedNotes, for the purpose of adding any provisions to or changing in any manner amount of principal or eliminating interest due on any of the provisions of this Series Supplement Note, or the Agreement payment of facility or of modifying other fees hereunder or any change in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without the consent of all of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest pro rata application of any Investor Certificate payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of such Class any Guarantor of the Debt, if any, or (f) any amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.11 hereof may not be amended without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires prior written consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consentDesignating Bank, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified as defined in (i) and (ii) aboveSection 10.11 hereof, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholderaffected thereby.
Appears in 1 contract
Amendments; Consents. Solely Other than (i) as provided in Section 2.8 with respect to any amendment pursuant New Term Loans or New Revolving Commitments and, (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement and (iii) as provided in Section 13.1 2.13 with respect to replacement of Term SOFR or the Successor Rate, no amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Loan Party therefrom, may in any event be effective unless in writing signed by the Agent with the written approval of the AgreementRequisite Lenders (and, this Series Supplement and in the Agreement may be amended from time case of any amendment, modification or supplement of or to time any Loan Document to which Borrower is a party, signed by ▇▇▇▇▇▇▇▇, and, in the case of any amendment, modification or supplement to Article 10, signed by the ServicerAgent), and then only in the Transferor specific instance and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the specific purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstandinggiven; provided, however, provided that no such amendment under this amendment, modification, supplement, termination, waiver or consent may be effective (in each case, other than (i) as provided in Section 20 shall 2.8 with respect to any New Term Loans or New Revolving Commitments and (ii) as provided in Section 2.12 with respect to an Extended Facility Agreement):
(a) to (i) reduce the principal of or the rate of interest payable on, any Loan; provided that no amendment resulting in the payment of a higher rate of interest to any manner Lender or group of Lenders within the amount of, or delay same class than the timing of, distributions which are required rate of interest payable to the other Lenders of the same class hereunder shall be made on any Investor Certificate of such Class permitted without the written consent of all Lenders of such class); provided further that the related Investor Certificateholders; waiver of any condition set forth in Article 8 or the waiver of any Default or Event of Default shall not be considered extensions, reductions or forgiveness of principal amounts, (ii) change increase the amount of the Commitments, (iii) (subject to the last 2 paragraphs of this Section 11.2) amend or modify the Pro Rata Share of any Lender, (iv) reduce the amount of any fee or amount payable to any Lender under the Loan Documents or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee owing under any Loan Document, without the written consent of each Lender directly affected thereby;
(b) to postpone any date fixed for any payment or prepayment of principal of or any installment of interest on, any Loan or any installment of any fee or other amount payable to any Lender under the Loan Documents, or to extend the applicable “Maturity Date,” or to extend the term of the Commitments, without the written consent of each Lender directly affected thereby;
(c) except as set forth in the last paragraph of this Section 11.2, to amend the definition of or “Requisite Lenders” without the manner written consent of calculating each Lender;
(d) to release any Subsidiary Guarantor from its Subsidiary Guaranty if the interest of any Investor Certificate assets and net income of such Class without the consent Restricted Subsidiary as of the related Investor Certificateholders most recently-ended Fiscal Year, together with the assets and net income of each other Subsidiary Guarantor released on or after the Closing Date (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each case without as of the consent Fiscal Year most-recently ended prior to such release), would exceed 40% of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding Net Income or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except Consolidated Total Assets as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor end of such proposed reduction of Fiscal Year, without the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.Lender; or to release all or substantially all of the Collateral from the Lien of the Loan Documents without the written consent of each Lender;
(e) to amend or waive Section 8.1 or this Section 11.2 without the written consent of each Lender;
(f) to change Sections 3.10(b) or 9.2(d) in a manner that would alter the pro rata sharing or order of payments required thereby without the written consent of each Lender directly affected thereby;
(g) to amend or waive Section 8.2 with respect to any Advance under the Revolving Credit Facility without the written consent of Revolving Lenders having at such time in excess of 50% of the Revolving Commitments; and
Appears in 1 contract
Sources: Credit Agreement (Viasat Inc)
Amendments; Consents. Solely with respect to any amendment pursuant to Section 13.1 This Agreement may not be modified or amended without the written consent of the Agreement, this Series Supplement and the Manager. This Agreement may be modified or amended from at any time to time by the Servicer, the Transferor and the Trustee with the consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less Manager and by Investors holding more than 66 2/350% of the Invested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions outstanding Units then held by Investors. For all purposes of this Series Supplement or Agreement, except as provided in the Agreement or last paragraph of modifying in any manner the rights of the Certificateholders of any Class of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the amount of10.03, or delay the timing of, distributions which are required to be made on any Investor Certificate of such Class without when the consent of all Investors is required, the affirmative consent of the related Investor CertificateholdersInvestors is not required; (ii) change the definition "negative consent" by failure to object in writing after reasonable notice of a proposed modification or the manner of calculating the interest of any Investor Certificate of amendment is sufficient -- 30 calendar days to be conclusively presumed to constitute "reasonable notice" for such Class purposes. ML Appleton FuturesAccess LLC Limited Liability Company Operating ▇▇▇▇▇▇▇▇▇ The Manager may, without the consent of the related Investor Certificateholders Investors, modify or (iii) reduce the aforesaid percentage required to consent to amend any such amendment or reduce provision of this Agreement for any percentage of the Invested Amount following purposes:
(a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors;
(b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document;
(c) to cause the allocations contained in Article II to comply with Section 704 of the Series 1997-1 Certificates required Code or any other statutory provisions or regulations relating to consent such allocations;
(d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or
(e) to make any action hereunder if such percentage is greater than 66 2/3%other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, in each case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such a material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received affirmative written consent of each Class A Certificateholder Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and Class B Certificateholderto provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (ML Appleton FuturesAccess LLC)