CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 5 contracts
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Wellsford Real Properties Inc), Mezzanine Loan Agreement (Wellsford Real Properties Inc), Loan Agreement (Wellsford Real Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes; except as provided in Section 18, a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount Banks; a reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; an extension of Maturity Date; the release of the Borrower, the Guarantor, any Subsidiary which has executed any of the Loan Documents except as otherwise provided herein; any modification to require a Bank to fund a pro rata share of a request for an advance of the Loans made by the Borrower other than based on its Commitment Percentage; a change to this Section 27; any postponement of any date fixed for any payment may of principal of or interest on the Loan; any change in the manner of distribution of any payments to the Banks or Agent; a change to the provisions of Section 2.1 which provide that the Banks shall not be reduced without required to make an advance of proceeds of the written consent Loan following a Default or Event of each Bank affected therebyDefault (provided that the foregoing shall not limit the ability of the Majority Banks to waive a Default or Event of Default or agree to make an advance notwithstanding such Default of Event of Default); this (S)27 and or an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by BankBoston in connection with the syndication by BankBoston of its Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Co), Revolving Credit Agreement (Crescent Real Estate Equities LTD Partnership), Revolving Credit Agreement (Crescent Real Estate Equities Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. 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 or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.
Appears in 3 contracts
Samples: Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks one or more or all Lenders may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Loan Party of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Loan Parties and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease (a) except as contemplated in Section 2.11, the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default Loans, the Loan Maturity Date, the principal amount of the Loans owing to each Lender, the dates on which interest is required to be paid hereunder, the amount and dates of payment of the fees or Event of Default relating thereto)principal owing each Lender hereunder may not be changed, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the each Lender’s Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased and the tenor of each Lender’s obligations under this Agreement may not be extended, in any such case without the written consent of the Borrower Loan Parties and the written consent of each Bank Lender affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed(b) Section 2.13, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and Section 11.01, the definition of Majority Banks Lenders, the definition of Pro Rata Share and any provision of the Loan Documents that requires action by all Lenders may not be amended, amended without the written consent of all Lenders; (c) the aggregate amount of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Commitments may not be released increased without the written consent of all of the BanksLenders; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 d) Article 10 may not be amended without the written consent of the Agent; (e) neither Article 3 nor any other provision of this Agreement which affects the rights or obligations of any Issuing Bank may be amended without the written consent of such Issuing Bank; (f) any amendment to or waiver of any condition precedent to the making of any Loan pursuant to Section 2.01(a) or the issuance of any Letter of Credit pursuant to Section 3.01 shall require the consent of the Majority Lenders; (g) the NEE Partners Guaranty may not be released prior to the date that OpCo delivers audited financial statements without the written consent of each Lender and (h) all or substantially all of the value of the Guaranty or the Collateral may not be released without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.11 (in which case such release may be made by the Agent acting alone). In furtherance of clause (f) of the second sentence of this Section 11.01, no amendment or waiver of any representation or warranty or any covenant or Event of Default contained in this Agreement shall be deemed to be effective for purposes of determining whether the condition precedent referred to in any such clause has been satisfied unless the Lenders referred to in such clause shall have consented to such amendment or waiver. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent any Agent, any Issuing Bank or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower any Loan Party shall entitle the Borrower any Loan Party to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with Section 8.02 for the benefit of all the Lenders and the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 4.10), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any debtor relief law; and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.
Appears in 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank or Derivatives Provider (as to clause (vi) affected thereby: (i) a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to except as contemplated in §2.8); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default ii) an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; (iii) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; (iv) the postponement of any date fixed for any payment of principal of or interest on the Loans; (v) a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; (vi) the release of the Borrower or any Guarantor except as otherwise provided herein; (vii) a change in the manner of distribution of any payments to the Banks or the Agent; (viii) an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Majority Banks, the Required Banks or all of the Banks; or (S)20.1.2 hereof)ix) an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and Required Banks. Any amendment, waiver or consent with respect to any Loan Document that (i) diminishes the written rights of a Derivatives Provider in a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Derivatives Provider shall, in addition to the Banks required hereinabove to take such action, require the consent of each the Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this that is (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of having an Affiliate that is) such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the Derivatives Provider. The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Capital One in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.9.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Loans, extension of maturities of the effective date Loans, extension of any waiver by the Majority Banks of the Default or Event of Default relating thereto)date fixed for payment, a change in the amount of the Commitments of the Banks or a change in the amounts of the Term Loans, the method of application of proceeds under (S)4.4 and (S)14.2, the release of Collateral having a fair market value in excess of $15,000,000 in any single transaction or series of related transactions and the release of Collateral having a fair market value in excess of $30,000,000 in the aggregate during the term of this Credit Agreement (in each case other than increases which are contemplated a release of Collateral in connection with any disposition permitted by (S)20.1.2 hereofS)10.5.2), the termination of and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)28 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) amended and no Guarantor may not be may be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 3 contracts
Samples: Credit and Term Loan Agreement (Petro Stopping Centers L P), Credit and Term Loan Agreement (Petro Stopping Centers Holdings Lp), And Term Loan Agreement (Petro Stopping Centers L P)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any material term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrower and or the written consent of other Credit Parties, as the Majority Bankscase may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders; (other than increases which are contemplated by (S)20.1.2 hereof)c) a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; (f) an extension of each Bank affected therebythe Credit Maturity Date; this (S)27 and g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower, other Credit Party, or any Collateral; (i) an amendment of the definition of Majority Banks may not be amended, without Required Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Required Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or demand upon 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 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 such Defaulting Lender. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall entitle be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the Borrower interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to other or further notice or demand in similar or other circumstancesthis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Plymouth Industrial REIT Inc.), Credit Agreement (Plymouth Industrial REIT Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders, (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written Loan Documents which expressly requires consent of all the Lenders, (v) the funding provisions of Section 2.4 and Section 2.5 hereof, and (vi) the rights, duties and obligations of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for Agent specified in the provisions of (S)10.5.2 Section 14 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 , may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release any obligor from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Prime Group Realty Trust), Credit Agreement (Prime Group Realty Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of Neither this Credit Agreement, any of the other Loan Documents Documents, nor any term hereof or any other instrument related hereto or mentioned herein thereof may be amended, and the performance nor may any provision hereof or observance thereof be waived, except by an instrument in writing signed by the Borrower Majority Lenders and, in the case of an amendment, by the Obligors, except that in the event of (i) any increase in the amount of any Commitment (other than by way of assignment pursuant to ss.20 hereof), (ii) any delay or extension in the terms of or any scheduled reduction of its Subsidiaries Commitments or repayment of the Loans as provided in ss.2.4 hereof, (iii) any reduction in principal, interest or fees due hereunder or postponement of the payment thereof, (iv) any release of any terms portion of this Credit Agreementthe Collateral for the Loans except as permitted in ss.9.5 hereof, the other Loan Documents or such other instrument or the continuance (v) any waiver of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, due to the written consent failure by the Obligors to pay any sum due to any of the Borrower and the written consent Lenders hereunder, (vi) any release of the Guarantor hereunder or under any of the Loan Documents, or (vii) any amendment of this ss.27 or of the definition of Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date Lenders or of any waiver by portion of this Credit Agreement as they relate to the Majority Banks relative priorities of payment among the Default Obligations or Event of Default relating thereto), the amount of the Commitments Administrative Agent's fee, any such amendment or waiver or consent may be made only by an instrument in writing signed by each of the Banks (Lenders and, in the case of an amendment, by the Obligors. Any amendment to any provision hereunder or under any other than increases which are contemplated by (S)20.1.2 hereof)Loan Document governing the rights, and obligations or liabilities of any Agent or the amount of Issuing Bank, including, without limitation, Bankers' Acceptance fees, the Commitment Fee or Letter of Credit Fees hereunder may not in each case in its capacity as such, will be reduced without the written consent of the Borrower and the written consent of each Bank effective only if any instrument in writing has been signed by such affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentPerson. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Obligors shall entitle the Borrower Obligors to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Loan Party and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries Loan Party of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount term of the Commitments Loans, the definition of Maturity Date, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, interest or fees hereunder or any mandatory payment of principal under Section 3.2.1, the pro rata sharing provisions of Section 13.3.1 and the amount of the Commitment Fee or Letter of Credit Fees commitment fees hereunder may not be reduced changed and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the Outstanding principal amount of any scheduled payment may not be reduced without the written consent Loans (or, if no Loans are Outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 26 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and the amount of the Commitment of any Bank may not be increased without the consent of such Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to any Loan Party arising out of or in connection with this Credit Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, no modification or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the amount of the Commitments Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment of the Banks Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender; (d) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, 152 the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12), Term Loan A Maturity Date or Term Loan B Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (i) in the case of the release of the Borrower or any Guarantor except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and j) in the case of an amendment of the definition of Required Lenders, the consent of each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without the written consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A Lenders, the consent of each Term Loan A Lender, in the case of an amendment of the definition of Majority Term Loan B Lenders, the consent of each Term Loan B Lender and in the case of an amendment of any requirement for consent by all of the Lenders, the consent of each Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Collateral (except if Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the release or disposition consent of such Collateral is permitted or provided for each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without amendment of any provision of this Agreement or the written Loan Documents which requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, the consent of all each Term Loan A Lender, and in the case of amendment of any provision of this Agreement or the Loan Documents which requires the approval of the BanksMajority Term Loan B Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan B Lender; and (n) in the amount case of an amendment or waiver of the Agent's Fee conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for Lenders; or (o) in the Agent's account and (S)16 case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed 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 be increased or, except as provided in §2.12, extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender 153 that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank, the Joint Arrangers, and the Bookrunner in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or a Guarantor except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 30; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Construction Loan Agreement (Walden Residential Properties Inc), Construction Loan Agreement (Walden Residential Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Loans; except as otherwise provided herein, an extension of the Default Maturity Date of the Loans; an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower or any Guarantor except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or the Required Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks or the Required Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §7.23 as it relates to §9 of the Commitment Fee or Letter Secured Credit Agreement and any of Credit Fees hereunder the definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ramco Gershenson Properties Trust), Revolving Credit Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrower, the written consent of the Majority BanksRequired Lenders and the written acknowledgment of the Administrative Agent. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), Loans and the amount of the Commitment Fee any Facility Fees or Letter of Credit Utilization Fees hereunder may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans, the Reimbursement Obligations or any Facility Fees or Utilization Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; (b) the Revolving Credit Loan Maturity Date and principal amount of any Loans or the Term Loan Maturity Date Reimbursement Obligations may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly affected thereby; (c) this §24 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; (S)27 and d) the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of (e) the Collateral Administrative Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 §4.14 hereof) may not be released without the written consent of all of the BanksLenders; and (f) the amount of the Agent's Fee or any Letter of Credit Administrative Agent Fees payable for the account of the Administrative Agent's account , any provision applicable to the Swing Line Loans and (S)16 the Administrative Agent in its capacity as lender of the Swing Line Loans, and §13 hereof may not be amended without the written consent of the Administrative Agent; (g) no provision applicable to the Issuing Bank may be amended without the written consent of the Issuing Bank; and (h) §1.5 or the definition of “Alternative Currency” may not be amended without the written consent of each Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, including, without limitation, Sections 2.14 and 4.4, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the any Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in foregoing (a) the rate of interest on the Notes Loans (other than (i) as provided in Section 2.14, and (ii) interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)) may not be decreased, the amount term of the Commitments Loans may not be extended, the definition of Maturity Date may not be amended, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, and the amount of the Commitment Fee interest or Letter of Credit Fees fees hereunder may not be reduced made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrower Borrowers and the written consent of each Bank directly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; (b) neither this (S)27 and Section 26 nor the definition of Majority Banks nor any other provision hereof specifying the number or percentage of Banks required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder may not be amended, amended without the written consent of all of the Banks; all or substantially all (c) the obligations of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company under Section 14 may not be released without the written consent of all of the Banks; and (d) the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank; and (f) no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of any Swing Bank solely acting in such capacity, unless in writing executed by such Swing Bank, in each case in 83 AMERICAS/2023306744.4 addition to the Borrowers and the Banks required above. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances. 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 or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.
Appears in 2 contracts
Samples: Credit Agreement (Alliancebernstein Holding L.P.), Credit Agreement (Alliancebernstein L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date (except as provided in Section 2.8); this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantors except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrower, the Guarantors and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes may not be decreased (other than interest accruing pursuant to (S)6.11.2 Section 6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the timing or amount of the Commitments any required payments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)principal and interest hereunder, and the amount of the Commitment Fee Revolving Credit Commitments of the Banks, the release of any material portion of the Collateral or Letter any Guarantor from its obligations under the Guaranty, the amount of Credit Fees hereunder commitment fee hereunder, the definition of Majority Banks and this Section 28 may not be reduced changed without the written consent of the Borrower and the written consent of each Bank of the Banks affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee payable for the Agent's account or any Letter of Credit Fees payable for the AgentBKB's account account, and (S)16 Section 5 or Section 17 may not be amended without the written consent of BKB and the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Perkins Finance Corp), Revolving Credit Agreement (Restaurant Co)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; (f) an extension of the Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders or all affected Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Commitment Fee Percentage; (k) an amendment to this §27; or Letter (l) an amendment of Credit Fees hereunder any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action. Notwithstanding the foregoing, no amendment of the definition of Super-Majority Lenders or any provision of this Agreement which requires the approval of the Super-Majority Lenders to require a lesser number of Lenders to approve such action may not be reduced occur without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Super-Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the Lenders. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 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 such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and KBCM in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under ss.18 or pursuant to changes in the Total Commitment under ss.2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written Loan Documents which expressly requires consent of each Bank affected thereby; this all the Lenders, (S)27 v) the funding provisions of ss.2.5 and ss.2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in ss.14 hereof, and (vii) the definition of Majority Banks may not be amendedRequisite Lenders, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release the Borrower, any Co-Borrower or the Company from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. Each Lender shall respond to any request for a consent pursuant to this ss.25 within ten (10) Business Days after the notice from the Agent or the Borrower setting forth such request. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any action to be taken (including the giving of notice) may be taken, any consent or approval required or permitted by this Credit Agreement or any other Loan Document to be given by the Banks may be given, and any term of this Credit Agreement, any other Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or any other instrument related hereto or mentioned herein therein may be amended, and the performance or observance by the Borrower Borrowers or any of its Subsidiaries other Person of any of the terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of thereof and any Default or Event of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally or in a particular instance and either retroactively or prospectively) with), but only with, the written consent of the Borrower and with the written consent of the Majority Banks. Notwithstanding ; provided, however, that no such consent or amendment which affects the foregoingrights, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date duties or liabilities of any waiver by the Majority Banks of the Default or Event of Default relating thereto)Agent, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Issuing Bank, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not any Swing Line Lender, shall be reduced effective without the written consent of such Person, as applicable; provided, further, that, (x) the Domestic Swing Line Commitment of a Domestic Swing Line Lender reflected on Schedule 1 may be amended from time to time by Ryder, the Administrative Agent and such Domestic Swing Line Lender, to reflect the Domestic Swing Line Commitment of such Domestic Swing Line Lender in effect from time to time, and (y) the L/C Commitment of an Issuing Bank reflected on Schedule 1 may be amended from time to time by Ryder, the Administrative Agent and such Issuing Bank, to reflect the L/C Commitment of such Issuing Bank in effect from time to time. In addition, no amendment, waiver or consent shall do any of the following unless in writing and signed by (a) each Bank: (i) waive any condition set forth in §11; (ii) change the definition of “Majority Banks”; (iii) amend this §17; or (iv) release any Borrower from its Obligations or release Ryder, in its capacity as guarantor, from its obligations under §5 hereof or in respect of the Guaranteed Obligations; or (b) each of the Banks directly affected thereby: (i) increase the principal amount of such Bank’s Commitment (or subject any Bank to any additional obligations, including the extension of such Bank’s Commitment); (ii) reduce the principal of or interest on the Loans or any Letter of Credit, L/C Obligations or any Bankers’ Acceptance (including, without limitation, interest on overdue amounts) or any fees payable hereunder; (iii) change the Commitment Percentage of any Bank, except pursuant to §2.4 or §21, (iv) alter any provision relating to the pro rata treatment of the Banks as required hereby or (v) extend or postpone any date fixed for any payment in respect of principal or interest (including, without limitation, interest on overdue amounts) on the Notes or any L/C Obligation, or any fee hereunder. 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 written consent of all Banks or each affected Bank affected thereby; may be effected with the Revolving Credit Loan Maturity Date and consent of the Term Loan Maturity Date applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be postponedincreased or extended without the consent of such Bank and (y) any waiver, no date fixed for payment amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding anything herein to the contrary, (A) in order to implement any additional Commitments in accordance with §2.1.5, this Agreement may be postponed amended for such purpose (but solely to the extent necessary to implement such additional Commitments in accordance with §2.1.5) by each Borrower, the applicable Agent, and the amount of any scheduled payment applicable Banks providing such additional Commitments, (B) this Agreement may not be reduced without amended pursuant to §6.17 as contemplated in such section, (C) the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks Fee Letter may not be amended, without or rights or privileges thereunder waived, in a writing executed only by the written parties thereto, (D) each Bank is entitled to vote as such Bank sees fit on any bankruptcy reorganization plan that affects the Obligations, and each Bank acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (E) the Majority Banks shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Banks; all or substantially all of the Collateral , (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofF) this Agreement may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without (or amended and restated) with the written consent of the Agent. No waiver shall extend Majority Banks, the Agents, each Borrower, and the relevant Banks providing such additional credit facilities (1) to add one or affect more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Obligations and the accrued interest and fees in respect thereof and to include appropriately the Banks holding such credit facilities in any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part determination of the Agent Majority Banks, and (2) to change, modify or alter the provisions of this Agreement relating to the pro rata sharing of payments among the Banks to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (F), (G) if following the Closing Date, the Agents and the Borrowers shall have jointly identified an inconsistency, obvious error or omission, in each case, of a technical or immaterial nature, in any provision of the Loan Documents, then the Agents and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Majority Banks within five (5) Domestic Business Days following receipt of notice thereof, and (H) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this §17, it shall not be necessary to obtain the consent or approval of any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice that, upon giving effect to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar such amendment, amendment and restatement or other circumstancesmodification, would have no Commitment or outstanding Obligations so long as such Bank receives payment in full of the principal of and interest accrued on Obligations made by, and all other amounts owing to, such Bank or accrued for the account of such Bank under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.
Appears in 2 contracts
Samples: Global Revolving Credit Agreement (Ryder System Inc), Global Revolving Credit Agreement (Ryder System Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank affected thereby: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Loans; except as otherwise provided herein, an extension of the Default Revolving Credit Maturity Date or Event of Default relating thereto), the Term Loan Maturity Date; an increase or a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower, any Guarantor or the Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks, Required Banks or the Majority Revolving Credit Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks, the Required Banks, the Majority Revolving Credit Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The amount of the fees payable to the Issuing Bank and the provisions relating to the Issuing Bank and the Letters of Credit may not be amended or waived without the written consent of the Issuing Bank. The provisions relating to Swing Line Loans or the Swing Line Lender may not be amended or waived without the written consent of the Swing Line Lender. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Secured Master Loan Agreement (Ramco Gershenson Properties Trust), Secured Master Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, no modification or waiver of the definition of Pool Availability may occur without the written consent of Agent and the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the amount of the Commitments Revolving Credit Commitment or Term Loan Commitment of the Banks Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender; (d) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12) or Term Loan A Maturity Date or Term Loan B Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (i) in the case of the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and j) in the case of an amendment of the definition of Required Lenders, the consent of each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without the written consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan A Lenders, the consent of each Term Loan A Lender, in the case of an amendment of the definition of Majority Term Loan B Lenders, the consent of each Term Loan B Lender and in the case of an amendment of any requirement for consent by all of the Lenders, the consent of each Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Collateral (except if Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the release or disposition consent of such Collateral is permitted or provided for each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without amendment of any provision of this Agreement or the written Loan Documents which requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, the consent of all each Term Loan A Lender, and in the case of amendment of any provision of this Agreement or the Loan Documents which requires the approval of the BanksMajority Term Loan B Lenders to require a lesser number of Lenders to approve such action, the consent of each Term Loan B Lender; and (n) in the amount case of an amendment or waiver of the Agent's Fee conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for Lenders; or (o) in the Agent's account and (S)16 case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed 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 be increased or, except as provided in §2.12, extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank, the Joint Arrangers, and the Bookrunner in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease none of the following may occur without the written consent of each Bank: (a) any change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; (b) any change in the amount of the Commitments of the Banks Banks; (other than increases which are contemplated by (S)20.1.2 hereof)c) any forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) any change in the amount of any scheduled fee payable to a Bank or the Agent hereunder; (e) any postponement of any date fixed for any payment may not be reduced without of principal of or interest on the Loan; (f) any extension of the Maturity Date; (g) any change in the manner of distribution of any payments to the Banks; (h) any release of the Borrower or the Guarantor; (i) except as permitted herein or in that certain Intercreditor Agreement, the sale, transfer or assignment of the Loan Documents or any interest therein; (j) any written consent modification to or waiver of each Bank affected thereby; this (S)27 and the definition of the term "Borrowing Base" or any defined term used within such definition; (k) any amendment of the (i) definition of Majority Banks may not be amendedBanks, without the written (ii) any requirement for consent of by all of the Banks; all or substantially all of the Collateral , (except if the release or disposition of such Collateral is permitted or provided for in iii) the provisions of (S)10.5.2 hereof) may not be released without Section 14.9 regarding the written consent of all appointment of the BanksCo-Agent as successor Agent, (iv) Section 27, or (v) any provision of this Agreement or the Loan Documents which requires the approval of the Majority Banks to require a lesser number of Banks to approve such action; and (l) approval of the terms relating to the Debentures. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Meridian Industrial Trust Inc), Revolving Credit Agreement (Meridian Industrial Trust Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrower, the written consent of the Majority Banks. Notwithstanding Required Lenders and the foregoing, a decrease in written acknowledgment of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed); provided that (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed Loans and the amount of any scheduled payment Commitment Fees may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans or any Commitment Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of each Bank Lender directly affected thereby; this (S)27 and b) the definition principal amount of Majority Banks any Loans may not be amendedforgiven without the written consent of each Lender directly affected thereby; (c) any provision hereof entitling any Lender to receive pro rata application of payments may not be changed, in each case without the written consent of each Lender directly affected thereby; (d) this §25 may not be changed without the written consent of all of the BanksLenders; all or substantially all (e) the definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Required Lenders may not be released amended without the written consent of all of the BanksLenders; (f) the Administrative Agent may not release any guaranty for the Obligations (except as provided in §3.14 hereof) without the written consent of all of the Lenders; and (g) the amount of the Agent's Fee or any Letter of Credit Administrative Agent Fees payable for the account of the Administrative Agent's account , and (S)16 §14 hereof may not be amended without the written consent of the Administrative Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 2 contracts
Samples: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any material term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrower and or the written consent of other Credit Parties, as the Majority Bankscase may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Loans or Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and b) an increase in the amount of the Commitment Fee of any of the Lenders (except as provided in §18.1); (c) a forgiveness, reduction or Letter waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount or date fixed for any payment of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower, any other Credit Fees hereunder may not be reduced without Party, or any Collateral except as otherwise provided in §5.4, §5.6 or §5.7; (i) an amendment of the written definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; (l) any amendment, consent, or waiver that would result in a Change of Control of the Borrower and or the written consent of each Bank affected therebyGuarantor; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount (m) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action, or (n) waive any Event of Default resulting from, or otherwise modifying the Collateral (except if the release or disposition definition of, a Change of such Collateral is permitted or provided for in the Control. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or demand upon 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 such Defaulting Lender. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by the Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11. Notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Agent and the Borrower shall entitle be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not materially adversely affect the Borrower interests of the Lenders and the Issuing Lender. Any such amendment shall become effective without any further action or consent of any of other party to other or further notice or demand in similar or other circumstancesthis Agreement.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks (including, without limitation, an increase in the sublimit of Revolving Credit Loans, Bankers' Acceptances and Letters of Credit available to the Foreign Borrowers) may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes and loan accounts (other than interest accruing pursuant to (S)6.11.2 ss.5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), any change in the amount regularly scheduled or otherwise required payment dates for any amounts owing under the Loan Documents to the Banks, any forgiveness of any of the Commitments Obligations, the waiver of an Event of Default under ss.13.1(a) or (b) hereof, the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount release of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; security interest or lien as to Collateral constituting all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of ss.9.5.2. hereof or elsewhere in the Loan Documents), the release of any Guarantor (S)10.5.2 hereof) except if the release or disposition of such Collateral is permitted or provided for in the provisions of ss.9.5.2 hereof or elsewhere in the Loan Documents), the amount of the Commitments, Term Loan A Commitments and Term Loan B Commitments of the Banks, and the amount of commitment fee or Letter of Credit Fees hereunder may not be released changed without the written consent of the Company and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date, the Term Loan A Maturity Date and the Term Loan B Maturity Date may not be postponed without the written consent of each Bank affected thereby; this ss.26 and the definition of Majority Banks may not be amended without the written consent of all of the Banks; the order of application of mandatory repayments to the Term Loans and the right of holders of Term Loan B to decline mandatory prepayments shall not be changed without the written consent of the holders of a majority of the outstanding Term Notes, voting as a single class in addition to the written consent of the Majority Banks, and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Loan Agreement (Holmes Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, there shall be no modification or waiver of any of the covenants set forth in Section 8.7, Section 8.9 or in Section 9 without the written -101- consent of the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofexcept as provided in Section 18.1); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower or any Guarantor or any Collateral except as otherwise provided in Section 5.4, Section 5.6, Section 5.7 or Section 14.11; an amendment of the definition of Majority Banks may not be amendedLenders or Required Lenders or of any requirement for consent by all of the Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an increase in the advance rate within the Borrowing Base; a modification or waiver of Section 9.6 or Section 9.8; an amendment of any of the definitions used within Section 9.6 or Section 9.8, without or of the written consent definition of Borrowing Base or any definitions used within such definition; a waiver of any indemnity of a Lender; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise specifically set forth herein or in any other Loan Document, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by Borrower and the Borrower or any of its Subsidiaries Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders, and, in the case of amendments, with the written consent of Borrower other than amendments to schedules made in the Majority Banksordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on on, and the term or amount of, the Notes (other than interest accruing pursuant to (S)6.11.2 following or the effective date of any waiver by the Majority Banks of the Default payment due hereunder or Event of Default relating thereto)thereunder, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under § 19 or pursuant to changes in the Total Commitment under § 2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment fee payable to a Lender hereunder, (iv) any provision herein or in any of the Loan Documents which expressly requires consent of all the Lenders (including this § 26) or of the Requisite Lenders, (v) the funding provisions of § 2.5 and § 2.7 hereof, (vi) the rights, duties and obligations of Agent specified in § 14 hereof, and (vii) the definitions of Majority Lenders or Requisite Lenders, may not be reduced amended or compliance therewith waived without the written consent of each Bank Lender affected thereby; this , nor may Agent release Borrower or any Guarantor from its liability with respect to the Obligations (S)27 and the definition of Majority Banks may not be amendedother than pursuant to § 18.8), without first obtaining the written consent of all the Lenders. Unless otherwise directed by Agent, any request for amendment or waiver shall be made on no less than ten (10) Business Days notice to the Lenders. Unless otherwise directed by Agent, the failure of a Lender to respond to a request for waiver or amendment shall be deemed to constitute such Lender’s consent to such waiver or amendment requested (unless such waiver or amendment requires the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentLenders). No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Sl Green Realty Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, REA or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease change in the rate of interest on or the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower, REA, any Guarantor, or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; an amendment to this Section 27; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower Borrower, REA or the Guarantors shall entitle the Borrower Borrower, REA or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Real Estate Investment Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the commitment fee or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced increased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment postponed (but may be postponed and the amount of any scheduled payment may not be reduced extended pursuant to Section 2.10) without the written consent of each Bank affected thereby; a release of all or substantially all of the Collateral shall not occur without the written consent of all the Banks; this (S)27 Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.. 83 -77-
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrower, the Guarantors and/or the Approved JVs of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Notes; provided, however, that (A) only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate, (B) only the consent of the Majority Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; and (C) in circumstances other than interest accruing pursuant to as described in the preceding clauses (S)6.11.2 following A) and (B), (1) only the effective date of any waiver by the Majority Banks consent of the Default or Event Term Loan Lenders shall be necessary to reduce the rate of Default relating thereto)interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and (2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such amendment or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; provided that only the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and Revolving Credit Lenders shall be necessary for any such amendment or waiver of the written fees described in §2.3; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; provided that only the consent of each Bank affected thereby; the Term Loan Lenders or the Revolving Credit Loan Maturity Date Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and or Revolving Credit Maturity Date (except as provided in §2.12); (g) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (h) the release of each Bank affected therebythe Borrower, any Guarantor or any material Collateral except as otherwise provided in this Agreement; this (S)27 and i) an amendment of the definition of Majority Banks may not be amendedLenders, without Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Revolving Credit Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Majority Lenders, the Required Revolving Credit Lenders or substantially all the Required Term Loan Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Term Loan Lenders or the Required Term Loan Lenders may 152 not be amended or waived to require a lesser number of Term Loan Lenders to approve such action without the written consent of all of the Term Loan Lenders. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 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 such Defaulting Lender. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower Borrower, the Guarantors or any Approved JV shall entitle the Borrower Borrower, any Guarantor or any Approved JV to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, no modification or waiver of the definition of Unencumbered Pool Availability may occur without the written consent of Agent, Capital One and the Majority Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the amount of the Commitments Revolving Credit Commitment or Term Loan Commitment of the Banks Lenders (except as provided in §2.11 and §18.1), the consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyLender; (d) in the Revolving Credit case of a forgiveness, reduction or waiver of the principal of any unpaid Loan Maturity Date and or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Term Loan Maturity Date may not be postponedDocuments, no date fixed for payment may be postponed and the consent of each Lender that would have otherwise received such principal, interest or fee; (e) in the case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12) or Term Loan Maturity Date, the consent of each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (i) in the case of the release of the Borrower, any Guarantor or the removal of any Unencumbered Pool Properties except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and j) in the case of an amendment of the definition of Majority Banks may not be amendedLenders, without the written consent of each Lender, in the case of an amendment of the definition of Majority Revolving Credit Lenders, the consent of each Revolving Credit Lender, in the case of an amendment of the definition of Majority Term Loan Lenders, the consent of each Term Loan Lender and in the case of an amendment of any requirement for consent by all of the Lenders, the consent of each Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected directly thereby; or (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders to require a lesser number of Lenders to approve such action, the consent of each Lender, in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Collateral (except if Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such action, the release or disposition consent of such Collateral is permitted or provided for each Revolving Credit Lender, and in the provisions case of (S)10.5.2 hereof) may not be released without amendment of any provision of this Agreement or the written Loan Documents which requires the approval of the Majority Term Loan Lenders to require a lesser number of Lenders to approve such action, the consent of all each Term Loan Lender; (n) in the case of an amendment or waiver of the Banks; and the amount of the Agent's Fee conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for Lenders; or (o) in the Agent's account and (S)16 case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each Revolving Credit Lender. The provisions of §14 may not be amended without the written consent 138 of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed 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 be increased or, except as provided in §2.12, extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and the Joint Lead Arrangers and Bookrunners in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement (including, without limitation, in §4.17), any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Required Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b)(i) in the case of an increase in the Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment, Term Loan C Commitment or the amount of the Commitments of any Lender, the Banks consent of such Lender whose Commitment is increased, or (other than increases which are contemplated by ii) in the case of any increase in the Total Commitment, each Lender (S)20.1.2 hereofexcept, in each case, as provided in §2.11 and §18.1); (c) in the case of a forgiveness, and reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents, the consent of each Lender that would have otherwise received such principal, interest or fee; (d) in the case of a change in the amount of any fee payable to a Lender hereunder, the consent of each Lender to which such fee would otherwise be owed; (e) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (f) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12), the Term Loan A Maturity Date, the Term Loan B Maturity Date or the Term Loan C Maturity Date, each Lender whose Commitment Fee is thereby extended; (g) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (h) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement, the consent of each Lender; (i) in the case of an amendment of the definition of Required Lenders, each Lender, in the case of an amendment of the definition of Required Revolving Credit Lenders, each Revolving Credit Lender, in the case of an amendment to the definition of Required Term Loan A Lenders, each Term Loan A Lender, in the case of an amendment to the definition of Required Term Loan B Lenders, each Term Loan B Lender and, in the case of an amendment to the definition of Required Term Loan C Lenders, each Term Loan C Lender; (j) in the case of any modification to require a Lender to fund a pro rata share of a request for any advance of the Loan to Borrower other than based on such Lender’s Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (k) in the case of an amendment to this §27, each Lender directly affected thereby; (l) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders, to require a lesser number of Lenders to approve such action, each Lender, in the case of an amendment of any provision of any Loan Document that requires the approval of the Required Revolving Credit Lenders to require a lesser number of Lenders to approve such action, each Revolving Credit Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Required Term Loan A Lenders to require a lesser number of Lenders to approve such action, each Term Loan A Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Required Term Loan B Lenders to require a lesser number of Lenders to approve such action, each Term Loan B Lender or, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Required Term Loan C Lenders to require a lesser number of Lenders to approve such action, each Term Loan C Lender; or (m) in the case of an amendment or waiver of the conditions contained in §11 as to all Revolving Credit Lenders making any Revolving Credit Loan or issuing any Letter of Credit, the consent of the Required Revolving Credit Fees hereunder may not Lenders. There shall be reduced no amendment, modification or waiver of any provision in the Loan Documents which result in a modification of the conditions to funding or in increased borrowing availability with respect to the Revolving Credit Commitment without the written consent of the Borrower and Required Revolving Credit Lenders, the written Term Loan A Commitment without the consent of each Bank affected thereby; the Required Term Loan A Lenders, the Term Loan B Commitment without the consent of the Required Term Loan B Lenders, the Term Loan C Commitment without the consent of the Required Term Loan C Lenders, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Loan Maturity Date and Lenders, the Term Loan Maturity Date A Lenders, Term Loan B Lenders or Term Loan C Lenders without the approval of the Required Revolving Credit Lenders, Required Term Loan A Lenders, Required Term Loan B Lenders or Required Term Loan C Lenders, respectively. 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 postponedincreased or, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced except as provided in §2.12, extended without the written consent of each Bank affected thereby; this such Lender and (S)27 and y) any waiver, amendment or modification requiring the definition of Majority Banks may not be amended, without the written consent of all of Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the Banks; all or substantially all of the Collateral (except if the release or disposition consent of such Collateral is permitted or provided for in the Defaulting Lender. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.12.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement or the other Loan Documents, any consent or approval required or permitted by this Credit Agreement to be given by or the Banks other Loan Documents may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Mortgagor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes; except as provided in §33, an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter any interest thereon or fee payable to the Lenders under the Loan Documents; the postponement of Credit Fees hereunder may not be reduced without any date fixed for any payment of principal of or interest on the written consent Loan; an extension of the Maturity Date; a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower and the written consent or Mortgagor; an amendment of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Facility Percentage; an amendment to this §25; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders to require a lesser number of Lenders to approve such action. Notwithstanding the foregoing, Agent may unilaterally in its discretion grant Borrower a waiver of the Collateral covenant in §3.2 for a period not to exceed ninety (except if the release or disposition of 90) days, provided that such Collateral is permitted or provided for waiver may only be granted once in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agentcalendar year. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. The provisions of §14 may not be amended without the written consent of the Agent. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Amerivest Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement (including, without limitation, in §4.17), any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Required Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b)(i) in the case of an increase in the Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or the amount of the Commitments of any Lender, the Banks consent of such Lender whose Commitment is increased, or (other than increases which are contemplated by ii) in the case of any increase in the Total Commitment, each Lender (S)20.1.2 hereofexcept, in each case, as provided in §2.11 and §18.1); (c) in the case of a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of Loan Documents, the Borrower and the written consent of each Bank affected therebyLender that would have otherwise received such principal, interest or fee; (d) in the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee would otherwise be owed; (e) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (f) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.12), the Term Loan A Maturity Date or the Term Loan B Maturity Date, each Lender whose Commitment is thereby extended; (g) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; (h) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement, the consent of each Lender; (S)27 and i) in the case of an amendment of the definition of Majority Banks may not be amendedRequired Lenders, without each Lender, in the written consent case of all an amendment of the Banks; all or substantially all definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for Required Revolving Credit Lenders, each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without an amendment to the written consent definition of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.Required Term
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of each of the Borrower Borrowers and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in the rate of interest and dates for payment on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.12 following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating theretothereto and except with respect to any automatic Performance Adjustments), the definition of Maturity Date, all rates of interest (except with respect to any automatic Performance Adjustments), the amount of the Commitments of the Banks Lenders (other than increases which are except as contemplated by (S)20.1.2 hereofSection 2.3), and and, except with respect to any automatic Performance Adjustments, the amount and dates for payment of the Commitment Fee commitment fees or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced changed without the written consent of each Bank affected therebyof the Borrowers and the written consent of all of the Lenders; this (S)27 and the definition of Majority Banks Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) this Section 25 may not be released amended without the written consent of all of the BanksLenders; no other provision of this Credit Agreement or the other Loan Documents specifically requiring the consent or approval of each of the Lenders may be amended without the written consent of each of the Lenders; and the amount of the Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of -115- 125 Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Company and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the principal of or rate of interest on the Revolving Credit Notes or Bankers' Acceptances (other than interest accruing pursuant to (S)6.11.2 Section 6.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, the release of any of the Guarantors, the release of all or substantially all of the Collateral, the provisions of this Section 27, and the amount of commitment fee, the Commitment Acceptance Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 16 may not be amended without the written consent of the Agent; the provisions of Section 2.10 shall be permitted to be amended with the consent of the Agent, the Fronting Bank and any Bank affected thereby, and, if affected thereby, the Borrower; and any provisions relating to the Fronting Bank may not be amended without the written consent of the Fronting Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Flextronics International LTD)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be bE given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the reduction of the principal of or the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.4.11 following the effective date datE of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the extension of the term of the Notes, any change in a date fixed for payment on the Loans, the increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the decrease in the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.prejudicial
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; a change in the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)except pursuant to Section 18.1; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower or the Guarantor except as otherwise provided herein; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all an amendment of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the this Section 27. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Fleet in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Term Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the definition of Maturity Date, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees facility fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the outstanding principal amount of any scheduled payment may not be reduced without the written consent Notes (or, if no Notes are outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 24 nor the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Credit Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliance Capital Management Lp Ii)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any (a) Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrower, the Guarantors or any of its the Unencumbered Property Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (i) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant Notes; provided, however, that only the consent of the Required Lenders shall be necessary to (S)6.11.2 following A) amend the effective date definition of “Default Rate”, to waive any waiver by the Majority Banks obligation of the Borrower to pay interest at the Default Rate or Event to retract the imposition of interest at the Default relating thereto), Rate and (B) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable based on such financial covenant; (ii) an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereof)except for any increase in the Commitments effectuated pursuant to §2.11 or §18.1, and any waiver of any Default or Event of Default and the amount forbearance with respect to such Default or Event of Default is not considered an increase of the Commitment Fee of any Lender); (iii) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any reimbursement obligation with respect to a Letter of Credit or any interest thereon or fee payable under the Loan Documents; provided, however, that only the consent of the Required Lenders shall be necessary to (A) amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate and (B) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit Fees hereunder may not be reduced without or to reduce any fee payable based on such financial covenant; (iv) a change in the written consent amount of any fee payable to a Lender hereunder; (v) the Borrower and postponement of any date fixed for any payment of principal of or interest on the written consent Loan (except for any extension as contemplated under §2.12 or any Extension); (vi) an extension of each Bank affected thereby; the Revolving Credit Loan Maturity Date and (except as provided in §2.12 or pursuant to an Extension) or the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (except pursuant to an Extension); (vii) a change in the amount manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; (viii) the release of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; Borrower or all or substantially all of the Collateral Guarantors except as otherwise provided in this Agreement; (except if ix) an amendment of the release definition of Required Lenders; (x) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its applicable Commitment Percentage; (xi) an amendment to this §27; (xii) an amendment of any provision of this Agreement or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the BanksLenders or the Required Lenders to require a lesser number of Lenders to approve such action; and the amount or (xiii) an extension of the Agent's Fee or any expiration date of a Letter of Credit Fees payable for beyond the Agent's account and (S)16 then effective Revolving Credit Maturity Date if a Revolving Credit Lender would have to acquire a participation in a funding of such Letter of Credit after the then effective Revolving Credit Maturity Date. The provisions of §14 may not be amended without the written consent of the Agent. Any provision of this agreement or the Loan Documents which requires the approval of the Revolving Credits Lenders or the Required Revolving Credit Lenders may not be amended or waived without the written consent of all of the Revolving Credits Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of the of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived without the written consent of the Term Loan Lenders. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter (including without limitation the Agreement Regarding Fees) may be amended, or right or privileges thereunder waived, in a writing executed by the parties thereto. There shall be no amendment, modification or waiver of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects the Revolving Credits Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively; provided that for the avoidance of doubt for so long as the Total Revolving Credit Commitment is not less than the Total Term Loan Commitment the waiver of an Event of Default otherwise done in accordance with the other provisions of this §27 shall not be deemed to be an amendment, modification or waiver of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment or an amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or Term Loan Lenders; provided, further, that for the avoidance of doubt for so long as the Total Revolving Credit Commitment is not less than the Total Term Loan Commitment any amendment or modification of any provision of any Loan Document (other than §11) in accordance with the other provisions of this §27 shall not constitute an amendment, modification or waiver of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or Guarantors shall entitle the Borrower or Guarantors to other or further notice or demand in similar or other circumstances. 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 without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11, the extension of the Revolving Credit Maturity Date as provided in §2.12 and an Extension as provided in this §27, in each case, without any additional consents.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 4.9 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bridgestreet Accommodations Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other 117 instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent of each Bank affected therebyLoan; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all f) an extension of the BanksMaturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower or all or substantially all of the Collateral Guarantors except as otherwise provided in this Agreement; (except if i) an amendment of the release definition of Required Lenders or disposition of such Collateral is permitted any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or provided for in (l) an amendment of any provision of this Agreement or the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Lenders or the amount Required Lenders to require a lesser number of the Agent's Fee or any Letter Lenders to approve such action. The provisions of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 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 such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and KBCM in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Required Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.9.2 following the effective date of any waiver by the Majority Required Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date date of any payment of any principal, interest or fees hereunder may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.27, each other provision hereof which specifies the number or percentage of Banks required to make any determinations, consent to any matter, or waive any rights hereunder or to modify any provision hereof, and the definition of Majority Required Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account Agency fee and (S)16 ss.16 may not be amended without the written consent of each of the AgentAgents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent Agents or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default (other than Defaults of Events of Default set forth in Sections 12.1(a) and (b)) may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (i) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank directly or indirectly affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and ii) the definition of Majority Banks may not be amended, Collateral may not be released, the Guaranty may not be released, the Defaults or Events of Default set forth in Sections 12.1(a) and (b) may not be waived (either generally or in a particular instance and either retroactively or prospectively and this Section 25 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereofiii) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any either Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a (i) any decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 following in connection with the effective date waiver of Section 5.10.2), any waiver by the Majority Banks extension of scheduled maturity of the Default or Event of Default relating thereto)Revolving Credit Notes, any increase in the amount of the Commitments of the Banks (Lenders, any decrease in the amount of commitment fee, Letter of Credit Fees or any other than increases fee hereunder, any amendments or waivers which are contemplated by (S)20.1.2 hereof), and have the effect of directly increasing the Eligible Fixed Asset Cap or the cap on the amount of the Commitment Fee Borrowing Base that may be allocated to Eligible Inventory set forth in clause (b) of the definition of Borrowing Base and increases in the percentages set forth in the definition of Borrowing Base (including the Special Inventory Advance), and any amendments or Letter waivers which would reduce the amount of Credit Fees hereunder may not minimum liquidity required by Section 10.3 (in each case in this clause (i) except that any amendment or modification to the definitions in this Agreement relating to the calculation of the Borrowing Base and eligibility criteria, except as set forth above. shall be reduced without approved by the Majority Lenders and each of the Agents), any release of a substantial portion of the Collateral (other than as provided for in clauses (iv) and (v) below) and any amendment of this Section 26 requires the written consent of the Borrower and the written consent of each Bank Lender affected thereby; , (ii) the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date definition of "Majority Lenders" may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all Lenders, (iii) the definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) "Agents" may not be released amended without the written consent of all of the Banks; Agents, (iv) Collateral consisting of assets disposed of pursuant to Section 9.6 may be released in connection with such disposition, (v) Collateral consisting of the Canton Cast-Roll Facility and pledged stock or membership interests constituting Collateral may be released in connection with the permitted incurrence by the Borrower of the permitted disposition of the Canton Cast-Roll Facility (without implying any such required permission will be given by the Lenders), (vi) amendments and waivers of definitions of this Credit Agreement relating to eligibility criteria for assets included in the Borrowing Base require the consent of Majority Lenders and each of the Agents, (vii) the amount of the Administrative Agent's Fee fee or any Letter of Credit Fees other fees payable for the Administrative Agent's account and (S)16 Section 15 may not be amended without the written consent of the AgentAgent and (viii) the amount of any Letter of Credit Fees or other fees payable for the Issuing Bank's account and Section 4 may not be amended without the consent of the Issuing Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Canadian Security Agreement (Republic Technologies International Holdings LLC)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this 70 -63- Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Credit Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Flextronics International LTD)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereofexcept as provided in Section 2.1); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of any Borrower, any Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by a Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the release definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. The Borrowers agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by FNB in connection with the assignment of Commitments provided that no such amendment or modification materially affects or increases any of the obligations of the Borrowers hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the a Borrower shall entitle the such Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders. Any amendment, waiver or consent relating to §2.2(b) or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Majority BanksSwingline Lender. Notwithstanding Further, notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofexcept as provided in §2.2); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without (including any date of any required prepayment) of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Lenders or the Agent; the release of Borrower, any Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amendedLenders, without the written provisions of Section 9.3, or of any requirement for consent by all of the Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by Borrower other than based on its Commitment Percentage; an amendment to this §27; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders or the Majority Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the action. The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended without the written consent of the Agent. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by the Agent in connection with the assignment of Commitments provided that no such amendment or modification materially affects or increases any of the obligations of Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. In the event any Lender fails to expressly grant or deny any consent, amendment or waiver sought under this Agreement within ten (10) Business Days of a written request therefor submitted by the Agent, such Lender shall be deemed to have granted to the Agent an irrevocable proxy with respect to such specific matter.
Appears in 1 contract
Samples: Entire Agreement (California Coastal Communities Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Borrowers or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and ) or the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of each Bank affected thereby; the Borrower amount of the Commitments and the amount of the Term Loans may not be increased without written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and Date, the Term Loan Maturity Date may not be postponed, no and any date fixed for payment may not be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; the amount of any scheduled repayment may not be decreased without the consent of each Bank affected thereby; the release of all or substantially all of the Collateral or any Guaranty may not be authorized without the consent of each Bank affected thereby; this (S)27 ss.27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.17 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Security Agreement (Genrad Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Parent and the Borrowers of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Parent or the applicable Borrower (as the case may be) and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (i) the amount of the respective Loans, the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 5.8 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)term of, and scheduled payments on, the Notes, the amount of the Revolver Commitments of the Revolver Banks, the Norwegian Limit, the amount of the Norwegian Term A Commitments of the Norwegian Term A Banks, the amount of the Dutch Term A Commitments of the Dutch Term A Banks, the amount of the Dutch Term B Commitments of the Dutch Term B Banks, and the rate of the Commitment Fee or Fee, Tender Guaranty Fees and the Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Parent, the Borrowers and the written consent of each Bank affected thereby; (ii) the Revolving Credit Loan Maturity Date definitions of Majority Banks and the Term Loan Maturity Date this Section 26 may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced amended without the written consent of each Bank affected therebyof the Banks; this (S)27 and iii) the definition definitions of Majority Revolver Banks, Requisite Banks and Revolver Percentage may not be amended, amended without the written consent of all of the Revolver Banks; all or substantially , (iv) the definition of Norwegian Term A Percentage and Requisite Banks may not be amended without the written consent of all of the Collateral Norwegian Term A Banks, (except if v) the release or disposition definition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Dutch Term A Percentage may not be amended without the written consent of all of the Dutch Term A Banks, (vi) the definition of Dutch Term B Percentage may not be amended without the written consent of all of the Dutch Term B Banks; (vii) no Collateral may be released without the written consent of all of the BanksBanks if, after giving effect to such release, the Parent and the Borrowers would not be in compliance with Section 10.4 hereof; and (viii) the amount of the Agent's Fee Fee, any Tender Guaranty Fees or any Letter of Credit Fees payable for the Agent's account account, Section 3 and (S)16 Section 15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Parent, the Borrowers or any Guarantor shall entitle the Borrower Parent, the Borrowers or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Trico Marine Services Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise specifically set forth herein or in any other Loan Document, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries and the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on on, and the term or amount of, the Notes (other than interest accruing pursuant to (S)6.11.2 following or the effective date of any waiver by the Majority Banks of the Default payment due hereunder or Event of Default relating thereto)thereunder, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under Section 19 or pursuant to changes in the Total Commitment under Section 2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment fee payable to a Lender hereunder, (iv) any provision herein or in any of the Loan Documents which expressly requires consent of all the Lenders (including this Section 26), (v) the funding provisions of Section 2.5 and Section 2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in Section 14 hereof, and (vii) the definitions of Majority Lenders or Requisite Lenders, may not be reduced amended or compliance therewith waived without the written consent of each Bank Lender affected thereby; this , nor may the Agent release the Borrower or any Guarantor from its liability with respect to the Obligations (S)27 and the definition of Majority Banks may not be amendedother than pursuant to Section 18.8), without first obtaining the written consent of all the Lenders. Unless otherwise directed by the Agent, any request for amendment or waiver shall be made on no less than ten (10) Business Days notice to the Lenders. Unless otherwise directed by the Agent, the failure of a Lender to respond to a request for waiver or amendment shall be deemed to constitute such Lender's consent to such waiver or amendment requested (unless such waiver or amendment requires the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the AgentLenders). No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Requisite Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under Section 18 or pursuant to changes in the Total Commitment under Section 2.2), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written Loan Documents which expressly requires consent of each Bank affected thereby; this all the Lenders, (S)27 v) the funding provisions of Section 2.5 and Section 2.7 hereof, (vi) the rights, duties and obligations of the Agent specified in Section 14 hereof, and (vii) the definition of Majority Banks may not be amendedRequisite Lenders, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release the Borrower or any Guarantor from its liability with respect to the Obligations, without first obtaining the written consent of all the Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term acceleration of this Credit Agreement, amounts owing under the other Loan Documents or any other instrument related hereto or mentioned herein may be amendedrescinded, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Documents, or such any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount term of the Commitments Loans, the definition of Maturity Date, the Banks (other than increases which are contemplated by (S)20.1.2 hereof)extension of any scheduled date of payment of any principal, interest or fees hereunder or any mandatory payment of principal under Section 3.2.1, the pro rata sharing provisions of Section 13.3.1 and the amount of the Commitment Fee or Letter of Credit Fees facility fees hereunder may not be reduced changed and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven without the written consent of the Borrower and the written consent of each Bank affected thereby; Banks holding one hundred percent (100%) of the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the Outstanding principal amount of any scheduled payment may not be reduced without the written consent Loans (or, if no Loans are Outstanding, Commitments representing one hundred percent (100%) of each Bank affected therebythe Total Commitment); neither this (S)27 and Section 25 nor the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Administrative Agent's Fee or any Letter of Credit Fees payable for the Agent's account ’s fee and (S)16 Section 13 may not be amended without the written consent of the Administrative Agent; and the amount of the Commitment of any Bank may not be increased without the consent of such Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Neither the Administrative Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Credit Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Banks, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Banks; provided that any modification or waiver of any covenant contained in §9 (or of any defined term used therein) shall require the written consent approval of the Majority Required Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; except as otherwise provided in this Agreement, a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks except pursuant to §2.10 and §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents (other than increases which are contemplated by (S)20.1.2 hereofdefault interest), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest or fees on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower, a Guarantor or the Collateral, except as otherwise permitted hereby or the other Loan Documents; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks, Required Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all an amendment of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the this §27. The amount of the Agent's Fee or any Letter ’s fee and the provisions of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. The Borrower and the Guarantors each agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or Guarantors shall entitle the Borrower and Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Loans (other than a reduction or waiver of interest at the Default Rate); (b) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than interest accruing pursuant to at the Default Rate) or fee payable under the Loan Documents; (S)6.11.2 following c) a change in the effective date amount of any waiver by fee payable to a Lender hereunder; (d) the Majority Banks postponement of any date fixed for any payment of principal of or interest on the Loan; (e) an extension of the Maturity Date; (f) a change in the manner of distribution of any payments to the Lenders or the Agent; (g) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement; (h) an amendment of the definition of Required Lenders or Credit Percentage or of any requirement for consent by all of the Lenders; (i) any modification to require a Lender to fund a pro rata share of a Loan Increase except as otherwise agreed by such Lender in accordance with §2.11; (j) an amendment to this §27; (k) a waiver of any Default or Event of Default relating theretounder §12.1(a) or §12.1(b), the amount of the Commitments of the Banks ; or (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount k) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action. Notwithstanding anything to the Collateral contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (except if and any amendment, waiver or consent which by its terms requires the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all Lenders or each affected Lender may be effected with the consent of the Banks; and the amount applicable Lenders other than Defaulting Lenders). The provisions of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. In addition, no amendment, waiver or consent unless in writing and signed by the Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents. The Borrower and the Guarantors each agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by U.S. Bank in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by one or more or all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 sect.4.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees facility fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account fee and (S)16 sect.13 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any either Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 25.
Appears in 1 contract
Samples: Revolving Credit Agreement (New England Business Service Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower Company or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Company and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes, the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto)Notes, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower Company and the written consent of each Bank affected therebyall of the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Company Guaranties may not be released released, any date for payment of the Obligations may not be postponed and the Obligations may not be reduced or forgiven without the written consent of all of the Banks; and the amount of the Agentagent's Fee fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 9 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Company shall entitle the Borrower Company to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Picturetel Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Loans; except as otherwise provided herein, a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default Loans; an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower or the Guarantors or any material part of the Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or the Required Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks or the Required Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §7.23 as it relates to §9 of the Commitment Fee or Letter Master Loan Agreement and any of Credit Fees hereunder the definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Bridge Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantors except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by BKB in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Excel Realty Trust Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a decrease in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantors except as otherwise provided herein; an amendment to this (S)27 and ss.27; an amendment of the definition of Majority Banks may not be amended, without Banks; or an amendment of any provision of this Agreement or the written consent Loan Documents which requires the approval of all of the Banks; all Banks or substantially all the Majority Banks to require a lesser number of the Collateral (except if the release or disposition of Banks to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks Lenders may be given, given with the written consent of the Majority Lenders; and (a) any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or thereto or mentioned herein or therein may be amended, and (b) the performance or observance by the Borrower or Borrower, any of its Subsidiaries or the Holding Company of any terms of this Credit Agreement, the other Loan Documents or such other instrument instruments entered into in connection herewith or therewith and the continuance of any Default or Event of Default Default, may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in (a) the rate of interest and interest payment dates on the Notes (other than interest accruing pursuant to (S)6.11.2 SECTION 6.12.2 hereof following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating thereto), (b) the maturity of the Notes and the scheduled installment payments of the Term Loan as required by SECTION 4.3.1 hereof, (c) the amount of the Commitments of the Banks Lenders, (other than increases which are contemplated by (S)20.1.2 hereof), and d) the amount of the Commitment Fee commitment fees or Letter of Credit Fees hereunder fees hereunder, (e) transfers or other dispositions of a majority of the assets and equipment of the Borrower, its Subsidiaries and the Holding Company constituting Collateral or the release of all or substantially all Collateral, and (f) extensions of the Maturity Date, may not be reduced waived or changed without the written consent of the Borrower and the written consent of each Bank Lender affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks Lenders and the provisions of this SECTION 27 may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the BanksLenders; and the amount of the Agent's Fee fee or any Letter of Credit Fees fees payable for to the Agent's account and (S)16 SECTION 16 hereof may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (CRC Evans International Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of a Borrower or a Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrowers other than based on its Commitment Percentage; an amendment to Section 9.1; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Walden Residential Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Subsidiary of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks, provided however, that the Agent may, in its reasonable discretion, release Collateral with an aggregate value of $1,000,000 or less in any calendar year. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by the Borrower and each of the Banks affected thereby: (a) increase the Commitments of the Banks or subject any Bank to any additional obligations, or (b) reduce the principal of or the rate of interest on the Notes (other than including, without limitation, interest accruing pursuant to (S)6.11.2 following the effective date of on overdue amounts) or any fees payable hereunder; and further, no amendment, waiver by the Majority Banks or consent shall do any of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated following unless in writing and signed by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of : (c) postpone the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee Maturity Date or any Letter date fixed for any payment in respect of Credit Fees payable principal or interest (including, without limitation, interest on overdue amounts) on the Notes, (d) change the definition of "Majority Banks" or the number of Banks which shall be required for the Agent's account and Banks or any of them to take any action under the Loan Documents; (S)16 may not be amended without e) amend this Section 14.8 or Section 18; (f) release any Collateral with an aggregate value exceeding $1,000,000 in any calendar year or (g) release the written consent of the AgentBorrower, any Guarantor, or any International Guarantor from its obligations hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of each of the Borrower Borrowers and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a decrease in the rate of interest and dates for payment on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 Section 7.12 following the effective date of any waiver by the Majority Banks Lenders of the Default or Event of Default relating theretothereto and except with respect to any automatic Performance Adjustments), the definition of Maturity Date, all rates of interest (except with respect to any automatic Performance Adjustments), the amount of the U.S. Commitments of the Banks U.S. Lenders (other than increases which are except as contemplated by (S)20.1.2 hereofSection 2.3 and 22.2), and the amount of Canadian Commitments of the Commitment Fee Canadian Lenders (except as contemplated by Section 4.3 and 22.2) and, except with respect to any automatic Performance Adjustments, the amount and dates for payment of commitment fees or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced changed without the written consent of each Bank of the Borrowers and the written consent of all of the Lenders affected thereby; this (S)27 and the definition of Majority Banks Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) this Section 29 and Sections.22.10 and 13 may not be released amended without the written consent of all of the BanksLenders; no Borrower may be released from any joint and several obligations as a Borrower hereunder, and no Borrower may be released from any Guaranteed Obligations hereunder, in each case without the written consent of all of the Lenders; no other provision of this Credit Agreement or the other Loan Documents specifically requiring the consent or approval of each of the Lenders may be amended without the written consent of each of the Lenders; and the amount of the Agent's Fee fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 17 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent, Canadian Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. 115 -108- No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Required Lenders; provided that any amendment or waiver of §3.2, §7.20 or §9 shall require the written consent of the Majority BanksSuper-Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent of each Bank affected therebyLoan; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all f) an extension of the BanksMaturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Collateral or all or substantially all of the Collateral Guarantors except as otherwise provided in this Agreement; (except if i) an amendment of the release definition of Required Lenders or disposition of such Collateral is permitted any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; (l) an amendment of any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Lenders or the amount Required Lenders to require a lesser number of Lenders to approve such action, or (m) an amendment of the Agent's Fee definition of Change of Control or waiver of any Letter Change of Credit Fees payable for the Agent's account and (S)16 Control. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 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 such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and KCM in connection with the syndication of the Loan, provided that no such amendment or modification affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 §5.11 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of each Bank affected thereby; any guaranty of the Borrower and Obligations may not be released without the written consent of each Bank affected thereby; the Revolving Credit Loan amount of the Commitments may not be increased and without the written consent of the Borrower and of each Bank affected thereby; the Maturity Date and the Term Loan Maturity Date any required payment dates may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 §25 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Rogers Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank affected thereby: a decrease in the rate of interest on the Notes Loans (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default except as contemplated in §2.8); an increase or Event of Default relating thereto), a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §18.1; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any date fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower or any Guarantor except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by (S)20.1.2 hereof)the Majority Banks, the Required Banks or all of the Banks; or an amendment of this §27, and (b) the amount provisions of §9 and any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees ’s fee payable for the Agent's ’s account and (S)16 the provisions of §14 may not be amended or waived without the written consent of the Agent. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by Holdings, the Borrower or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Revolving Credit Notes, the effective date maturity of any waiver by or extension of scheduled payments on the Majority Banks Revolving Credit Notes, the release of all or substantially all of the Default or Event of Default relating thereto)Collateral, the amount of the Commitments of the Banks (other than increases which are contemplated by except as expressly provided for in (S)20.1.2 S)2.1.2 hereof), ) and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyBank; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)26 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantor of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease any extension of the Maturity Date, any reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 Section 4(c) following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), any increase in the term of the Notes, any increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and any reduction in the amount of the Commitment Fee commitment fees or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyall Banks; any increase in the Revolving rate of interest on Notes, any decrease in the term of the Notes, any decrease in the amount of the Commitments of the Banks and any increase in the amount of commitment fees or Letter of Credit Loan Maturity Date and the Term Loan Maturity Date Fees hereunder may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced made without the written consent of each Bank affected therebythe Borrower and the written consent of the Majority Banks; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all Banks. Except as set forth in Section 6(f), any release of Liens on personal property and real property in favor of the Banks; all Administrative Agent or substantially all any release of the Collateral (except if the release any Guarantors under this Agreement or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) any Loan Document may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended obtained without the written consent of the AgentBorrower and the written consent of all Banks. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.5.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Administrative Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required ----------------------------------- or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 S)4.11(b) following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes (specifically, including, but not limited to, extensions of maturities and terms for payment), the amount of the Commitments of any of the Banks (other than increases which are contemplated with respect to assignments permitted by (S)20.1.2 the terms hereof), and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees and the arrangement fee payable for the Agent's account and (S)16 S)13 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, a (i) any decrease in the rate of interest on the Revolving Credit Notes (other than interest accruing pursuant to in connection with the waiver of (S)6.11.2 following the effective date S)5.10.2), any extension of any waiver by the Majority Banks scheduled maturity of the Default or Event of Default relating thereto)Revolving Credit Notes, any increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders, and any decrease in the amount of the Commitment Fee or commitment fee, Letter of Credit Fees hereunder may not be reduced without or any other fee hereunder, any release of a substantial portion of the Collateral (other than in respect of asset sales permitted by (S)9.6) and any amendment of this (S)26 requires the written consent of the Borrower and the written consent of each Bank Lender affected thereby; , (ii) the Revolving Credit Loan Maturity Date definitions of "Majority Lenders" and the Term Loan Maturity Date "Supermajority Lenders" and (S)(S)15.5.1 and 19.8 may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all Lenders, (iii) the definition of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) "Co-Agents" may not be released amended without the written consent of all of the Banks; Co-Agents, (iv) Collateral consisting of assets disposed of pursuant to (S)9.6 may be released in connection with such disposition, (v) any amendments and waivers relating to the Borrowing Base, advance rates and of definitions of this Credit Agreement relating to eligibility criteria for assets included in the Borrowing Base which would have the effect of making the Borrowing Base less restrictive shall require the consent of the Supermajority Lenders, (vi) the amount of the Administrative Agent's Fee fee or any Letter of Credit Fees other fees payable for the Administrative Agent's account and (S)16 S)15 may not be amended without the written consent of the AgentAdministrative Agent and (vii) the amount of any Letter of Credit Fees or other fees payable for the Issuing Bank's account and (S)4 may not be amended without the consent of the Issuing Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Blue Steel Capital Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower or the Guarantor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all any modification to require a Bank to fund a pro rata share of a request for an advance of the Collateral (except if Loan made by the release Borrower other than based on its Commitment Percentage; an amendment to this Section 27; an amendment of the definition of Majority Banks; or disposition an amendment of such Collateral is permitted any provision of this Agreement or provided for in the provisions of (S)10.5.2 hereof) may not be released without Loan Documents which requires the written consent approval of all of the Banks; and Banks or the Majority Banks to require a lesser number of Banks to approve such action. The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Term Loan Agreement (Wellsford Real Properties Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.8.11.2 following the effective date datE of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the timing of all scheduled payments of principal and interest hereunder, the amount of the Revolving Credit Commitments and the Growth Loan Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, the release of any Guarantor from its obligations under the Guaranty, and the amount of the Commitment Fee or Letter of Credit Fees commitment fee hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee payable for the Agent's account or any Letter of Credit Fees payable for the AgentBKB's account account, and (S)16 ss.17 may not be amended without the thE written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand 79 -72- upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything herein, the provisions of ss.7 may be amended with the written consent oF only the Borrower and the Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Perkins Family Restaurants Lp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrowers of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks, provided however, that the Agent may, in its reasonable discretion, release Collateral with an aggregate value of $500,000 or less in any calendar year. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall do any of the following unless in writing and signed by the Borrowers and each of the Banks affected thereby: (a) increase the Commitments of the Banks or subject any Bank to any additional obligations, or (b) reduce the principal of or the rate of interest on the Notes (other than including, without limitation, interest accruing pursuant to (S)6.11.2 following the effective date of on overdue amounts) or any fees payable hereunder; and FURTHER, no amendment, waiver by the Majority Banks or consent shall do any of the Default or Event of Default relating thereto), the amount following unless in writing and signed by ALL of the Commitments of Banks: (c) postpone the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no or any date fixed for any payment may be postponed and in respect of principal or interest (including, without limitation, interest on overdue amounts) on the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this Notes, (S)27 and d) change the definition of "Majority Banks" or the number of Banks may not which shall be amended, without required for the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee Banks or any Letter of Credit Fees payable for them to take any action under the Agent's account and Loan Documents; (S)16 may not be amended without the written consent of the Agente) amend this Section 14.8 or Section 18; (f) release any Collateral with an aggregate value exceeding $500,000 in any calendar year or (g) release any Borrower from its obligations hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or 68 -62- otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Connections Inc/De)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement and the Fee Letter, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its the Borrowers or their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes may not be decreased (other than interest accruing pursuant to (S)6.11.2 Section 6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), (b) a material portion of the Collateral may not be released, (c) no Borrower or any Person that is liable, whether directly or contingently, for payment obligations hereunder may be released and (d) the term of the Notes, the timing or amount of any required payments of principal and interest hereunder, any rates of interest payable hereunder, the application of proceeds from any mandatory prepayment of the Term Loans, the amount of the Revolving Credit Commitments, the Term A Commitments and the Term B Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fees or Letter of Credit Fees hereunder hereunder, the definition of Majority Banks and this Section 27 may not be reduced changed without the written consent of the Borrower Borrowers and the written consent of each Bank of the Banks affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's fee under the Fee or any Letter, the Letter of Credit Fees, the Fronting Fees or any other fees or amounts payable for the Agent's account account, and (S)16 Section 5 or Section 16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the any Borrower shall entitle the any Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything in this Section 27 to the contrary, the Agent may terminate its security interest in and otherwise release any Collateral or any Borrower sold, transferred or otherwise disposed of by any Borrower or any Subsidiary of any Borrower if such disposition is in compliance with Section 10.5.2 and otherwise with the terms hereof.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Dave & Busters Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Borrower, the written consent of the Majority BanksRequired Lenders and the written acknowledgment of the Administrative Agent. Notwithstanding the foregoing, a decrease in (a) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), Loans and the amount of the Commitment Fee or Letter of Credit any Facility Fees hereunder may not be reduced or forgiven, the term of the Loans or the Commitments may not be extended, the regularly scheduled payment date for principal or interest on the Loans, the Reimbursement Obligations or any Facility Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Bank Lender directly affected thereby; (b) the Revolving Credit Loan Maturity Date and principal amount of any Loans or the Term Loan Maturity Date Reimbursement Obligations may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced forgiven without the written consent of each Bank Lender directly 103 affected thereby; (c) this §24 may not be changed without the written consent of the Borrower and the written consent of all of the Lenders; (S)27 and d) the definition of Majority Banks Required Lenders may not be amended, amended without the written consent of all of the BanksLenders; all or substantially all of (e) the Collateral Administrative Agent may not release any guaranty for the Obligations (except if the release or disposition of such Collateral is permitted or as provided for in the provisions of (S)10.5.2 §4.14 hereof) may not be released without the written consent of all of the BanksLenders; and (f) the amount of the Agent's Fee or any Letter of Credit Fees fees payable for the Agent's account of the Administrative Agent or any Lender pursuant to the BAML Fee Letter, any provision applicable to the Swing Line Loans and (S)16 the Administrative Agent in its capacity as lender of the Swing Line Loans, and §13 hereof may not be amended without the written consent of the Administrative Agent; (g) no provision applicable to the Issuing Banks may be amended without the written consent of the Issuing Banks; (h) §1.5 or the definition of “Alternative Currency” may not be amended without the written consent of each Lender; and (i) the amount of any fees payable for the account of any Co-Lead Arranger pursuant to the Fee Letters may not be amended without the written consent of the applicable Co-Lead Arranger. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. 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 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 such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver or consent to release with respect to any Loan Document that requires consent of each Lender or each affected Lender and has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with §4.12; provided that such amendment, waiver, consent or release can be effected as a result of the assignment(s) contemplated by such Section.
Appears in 1 contract
Samples: Credit Agreement (Staples Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes Loans (other than a reduction or waiver of interest at the Default Rate); (b) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than interest accruing pursuant to at the Default Rate) or fee payable under the Loan Documents; (S)6.11.2 following c) a change in the effective date amount of any waiver by fee payable to a Lender hereunder; (d) the Majority Banks postponement of any date fixed for any payment of principal of or interest on the Loan; (e) an extension of the Maturity Date; (f) a change in the manner of distribution of any payments to the Lenders or the Agent; (g) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement; (h) an amendment of the definition of Required Lenders or Credit Percentage or of any requirement for consent by all of the Lenders; (i) any modification to require a Lender to fund a pro rata share of a Loan Increase except as otherwise agreed by such Lender in accordance with §2.11; (j) an amendment to this §27; (k) a waiver of any Default or Event of Default relating theretounder §12.1(a) or §12.1(b), the amount of the Commitments of the Banks ; or (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount k) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of Lenders to approve such action. Notwithstanding anything to the Collateral contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (except if and any amendment, waiver or consent which by its terms requires the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all Lenders or each affected Lender may be effected with the consent of the Banks; and the amount applicable Lenders other than Defaulting Lenders). The provisions of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. In addition, no amendment, waiver or consent unless in writing and signed by the Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents. The Borrower and the Guarantors each agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by Xxxxx Fargo Bank in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), each Lender directly affected thereby; (b) in the case of an increase in the amount of the Revolving Credit Commitments, Term Loan Commitments or the Commitments of the Banks Lenders (except as provided in §2.11 and §18.1) or an extension of any of the Commitments (except as provided in §2.12), each Lender directly affected thereby; (c) in the case of a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents, each Lender directly affected thereby; (S)20.1.2 hereof), and d) in the case of a change in the amount of any fee payable to a Lender hereunder, each Lender directly affected thereby; (e) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, each Lender directly affected thereby; (f) in the case of an extension of the Revolving Credit Maturity Date or the Term Loan Maturity Date (except as provided in §2.12), each Lender directly affected thereby; (g) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, each Lender directly affected thereby; (h) in the case of the release of the Borrower, any Collateral or all or substantially all of the Guarantors except as otherwise provided in this Agreement, each Lender directly affected thereby; (i) in the case of an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders, each Lender; (j) in the case of an amendment of the definition of Required Revolving Credit Lenders, each Revolving Credit Lender, and in the case of an amendment to the definition of Required Term Loan Lenders, each Term Loan Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Revolving Credit Commitment Fee Percentage, each Lender directly affected thereby; (l) in the case of an amendment to this §27, each Lender; (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action, each Lender; (n) in the case of an amendment of any provision of any Loan Document that requires the approval of the Required Revolving Credit Lenders to require a lesser number of Lenders to approve such action, each Required Revolving Credit Lender, or, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Required Term Loan Lenders to require a lesser number of Lenders to approve such action, each Term Loan Lender; or (o) in the case of an amendment or waiver of the conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the Required Revolving Credit Fees hereunder Lenders. Any fee letter may not be reduced amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding or in increased borrowing availability with respect to the Revolving Credit Commitment without the written consent of the Borrower and Required Revolving Credit Lenders, the written Term Loan Commitment without the consent of each Bank affected thereby; the Required Term Loan Lenders, nor any amendment, modification or waiver that disproportionately affects the Revolving Credit Loan Maturity Date and the Lenders or Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced Lenders without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all approval of the Banks; all Required Revolving Credit Lenders or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the Required Term Loan Lenders, respectively. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 the maturity thereof extended (except as provided in §2.12) 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 such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and KBCM in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower, Guarantors, Lenders participating in the Commitment Increase and Agent to provide for any Commitment Increase in the manner contemplated by §2.11. 150 Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Modiv Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent No amendment or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and waiver of any term provision of this Credit Agreement, the other Loan Documents Notes or any other instrument related hereto or mentioned herein may be amendedLoan Document, and the performance or observance nor consent to any departure by the Borrower or therefrom, shall in any of its Subsidiaries of any terms of this Credit Agreementevent be effective unless the same shall be in writing and signed by the Agent, the other Loan Documents Majority Lenders and Borrower, and such waiver or such other instrument or consent shall be effective only in the continuance of any Default or Event of Default may be waived (either generally or in a particular specific instance and either retroactively or prospectively) with, but only with, for the written consent of the Borrower and the written consent of the Majority Banksspecific purpose for which given. Notwithstanding the foregoing, a decrease no amendment, waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 5, or any Events of Default set forth in Sections 8(g) or (h); (ii) subject any of the rate of interest on the Notes (other than interest accruing pursuant Lenders to (S)6.11.2 any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the effective date termination of any waiver by its Commitment after the Majority Banks occurrence of the Default or either an Event of Default relating theretoor any Early Amortization Event; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h) or this Section 20, (vii) amend the amount definition of any of the Commitments terms "Majority Lenders", "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible Container", "Eligible Lease", "Conversion Date", "Refinancing Event" or any defined term used in any of the Banks foregoing definitions; (other than increases which are contemplated by (S)20.1.2 hereof), and the amount viii) release all or any substantial part of the Commitment Fee Collateral from the Lien of the Security Agreement except in accordance with the provisions of Section 7.12 hereof; (ix) release either the Borrower or Letter the Parent Guarantor from its obligations hereunder or under any of Credit Fees hereunder may not be reduced without the other Loan Documents; or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Borrower and Agent shall be necessary for the written consent approval of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponedKey Officers. In addition, no date fixed for payment may be postponed amendment, waiver or consent shall, unless in writing and signed by the amount of any scheduled payment may not be reduced without Agent in addition to the written consent of each Bank affected thereby; this (S)27 and Lenders required to take such action, affect the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all rights or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part duties of the Agent under this Agreement or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstancesLoan Document.
Appears in 1 contract
Samples: Credit Agreement (Interpool Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, (a) none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following Notes; a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks except pursuant to Section 18.1 or Section 2.9; a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon; the postponement of any datE fixed for any payment of principal of or interest on the Loans; a decrease of the amount of any fee (other than increases which are contemplated late fees) payable to a Bank hereunder; the release of the Borrower, the Guarantor or any Collateral except as otherwise provided herein; a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks or Required Banks or of any requirement for consent by the Required Banks or all of the Banks; a modification, amendment or waiver of the provisions of Section 9.1 or any of the definitions used therein or any of the definitions used in the definition of "Borrowing Base"; or an amendment of this Section 27 and (S)20.1.2 hereofb) the provisions of Sections 5.3(b)(vi) and the proviso following Section 5.3(b)(vi), 8.3(k), 9.2 and the amount 9.3 or any of the Commitment Fee or Letter of Credit Fees hereunder definitions used therein may not be reduced modified, amended or waived without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Required Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the . The amount of the Agent's Fee or any Letter of Credit Fees fee payable for the Agent's account and (S)16 the provisions of Section 14 may not be amended without the written consent consenT of the Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by Fleet in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Agent and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender affected by any of the following: a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Loans; an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by (S)20.1.2 hereofexcept as provided in §18.1 and §2.2); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without the written consent of each Bank affected therebyand fees or any principal of or interest on any Loan; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all an extension of the BanksMaturity Date; all the imposition of any additional restrictions on assignments and participations; a change in the manner of distribution of any payments to the Lenders or substantially all the Agent; any modification to require a Lender to fund a pro rata share of a request for an Advance of the Collateral (except if Loan made by the release or disposition Borrower other than based on its Commitment Percentage; a waiver of such Collateral is permitted or provided for in the any indemnity of a Lender. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; §2.10 and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Issuing Lender or the Agent, respectively. Further notwithstanding the foregoing, none of the following may occur without the written consent of 100% of the Lenders: the release of EPR or, except as permitted in connection with the removal of a Borrower-SPE and its properties from the Borrowing Base, a Borrower-SPE; an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; an amendment of §13.1; an amendment to this §29; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Master Credit Agreement (Entertainment Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to Section 6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), a reduction or waiver of payment of any of the obligations due to the Agent or any Bank pursuant to the Loan Documents (S)6.11.2 other than interest accruing pursuant to Section 6.10.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Notes, the date fixed for payment of any amounts owing pursuant to this Credit Agreement or the other Loan Documents, the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and this Section 26, the amount of the Commitment Fee or Letter of Credit Fees fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected therebyBank; the release of any of the Guarantors or all or substantially all of any Collateral held by the Agent for the benefit of the Banks may not be amended without the written consent of all of the Banks; any increase in any Borrowing Base advance rates and the definitions of Borrowing Base and Majority Banks may not be amended without the written consent of all of the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and , the amount of the Agent's Fee fee or any Letter of Credit Fees fees payable for the Agent's account may not be amended without the consent of the Agent and (S)16 Section 16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Western Digital Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks, and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced changed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Marcam Corp)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in (i) the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Maturity Date and the amount of the Commitments of the Banks and any postponement or reduction in scheduled commitment reductions may not be changed, (other than increases which are contemplated by (S)20.1.2 hereof), ii) the rate of interest on the Loans and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced decreased, (iii) all or substantially all of the collateral security for the loans may not be released, and (iv) the terms of this Section 24 may not be changed without the written consent of the Borrower and the written consent of each Bank affected therebyof the Banks; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, amended without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all each of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 13 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Bank or the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Allbritton Communications Co)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders. Notwithstanding the foregoing, there shall be no modification or waiver of any of the covenants set forth in (S)8.7, (S)8.9 or in (S)9 without the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by except as provided in (S)20.1.2 hereofS)18.1); a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Lender hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this a change in the manner of distribution of any payments to the Lenders or the Agent; the release of the Borrower or any Guarantor or any Collateral except as otherwise provided in (S)27 and S)5.4, (S)5.6, (S)5.7 or (S)14.11; an amendment of the definition of Majority Banks may not be amendedLenders or Required Lenders or of any requirement for consent by all of the Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; an amendment to this (S)27; an increase in the advance rate within the Borrowing Base; a modification or waiver of (S)9.6 or (S)9.8; an amendment of any of the definitions used within (S)9.6 or (S)9.8, without or of the written consent definition of Borrowing Base or any definitions used within such definition; a waiver of any indemnity of a Lender; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 S)14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by all of the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks Revolving Credit Notes, an extension of the Default maturity of or Event extension of Default relating thereto)scheduled payments on the Revolving Credit Notes, the release of substantially all of the Collateral, an increase in the Total Commitment and a decrease in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced executed without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks and this (S)26 may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released amended without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 S)15 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit Agreement (Jordan Telecommunication Products Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, no such amendment, waiver or consent shall result in: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced default interest) without the written consent of each Bank Lender entitled to receive such amount; provided, however, that for the avoidance of doubt, an amendment to any financial covenant hereunder (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance, shall require the consent of the Required Lenders; (b) an increase in the amount of the Commitment of any Lender without the written consent of such Lender; (c) a forgiveness, reduction, or waiver of the principal of any unpaid Advance or any interest thereon or fee payable under the Loan Documents due to the Lenders (or any of them) (other than a reduction or waiver of default interest) without the written consent of each Lender entitled to receive such payment; provided, however, that for the avoidance of doubt, an amendment to any financial covenant hereunder (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance or reduce any fee payable hereunder, shall require the written consent of the Required Lenders; (d) a change in the amount of any fee payable to a Lender hereunder without the written consent of each Lender entitled to receive such payment; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan or fee payable under the Loan Documents due to the Lenders (or any of them) without the written consent of each Lender entitled to receive such payment; (f) an extension of the Maturity Date with respect to the Commitment and Advances of any Lender without the written consent of such Lender; (g) a change in the manner of distribution of any payments to the Lenders or the Agent without the written consent of each Lender directly and adversely affected thereby; this (S)27 and h) the release of Borrower or any Subsidiary Guarantor except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Majority Banks may not be amended, Required Lenders or of any requirement for consent by all of the Lenders without the written consent of all Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released Loan made by Borrower other than based on its Commitment Percentage without the written consent of all Lenders; (k) an amendment to this § 27 without the written consent of all Lenders; (l) an amendment or modification to the definition of Unencumbered Asset Pool Availability (or any defined term referenced therein) which would result in an increase in availability derived from Leased Assets without the written consent of all Lenders; or (m) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; and Lenders or the amount Required Lenders to require a lesser number of Lenders to approve such action without the Agent's Fee or any Letter written consent of Credit Fees payable for the Agent's account and (S)16 all Lenders. The provisions of § 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice 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 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 such Defaulting Lender. The provisions in §§ 5.1 through 5.4, § 6, §§ 7.2 through 7.22, § 8, § 9 and § 12.1 of this Agreement, including, in each case, any associated definitions in § 1.1, contain essentially the same provisions with respect to REIT, Loan Parties and their Subsidiaries as those contained in §§ 5.1 through 5.4, § 6, §§ 7.2 through 7.22, § 8, § 9 and § 12.1 of the Existing Credit Agreement and in the associated definitions in the Existing Credit Agreement (the “Revolver Provisions”). In the event that there is (x) an approval by the “Required Lenders” (as defined in the Existing Credit Agreement) of the addition of Eligible Real Estate in the calculation of Unencumbered Asset Pool Value which does not meet one or more of the Unencumbered Property conditions set forth in § 5.1, or (y) a proposal to modify, waive or restate, or request a consent or approval with respect to, the Revolver Provisions (including any associated definitions) of the Existing Credit Agreement in writing (which may include a written waiver of an existing actual or potential default or event of default that is intended to be eliminated by such modification, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender under this Agreement shall be deemed to have automatically approved the Proposed Modification hereunder of any corresponding Revolver Provisions contained in this Agreement for purposes of determining if the requisite approvals hereunder have been obtained if such Lender or an Affiliate of such Lender approved the Proposed Modification under the Existing Credit Agreement in its capacity as a “Lender” under the Existing Credit Agreement and (B) in the case that the Lenders under this Agreement described in clause (A) above constitute the Required Lenders hereunder, then simultaneously with the agreement to or demand upon granting of such Proposed Modification under the Existing Credit Agreement, this Agreement shall be deemed modified or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Existing Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or each Lender directly and adversely affected thereby under the terms of this § 27. If requested by Borrower or the Agent, Borrower, REIT, Loan Parties and each approving Lender (including any Lender deemed to have approved pursuant to this § 27) shall entitle the Borrower to other execute and deliver a written amendment to, restatement of, or further notice waiver, consent or demand in similar approval under, this Agreement memorializing such modification, restatement, waiver, consent or other circumstancesapproval.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to may be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Guarantor of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following except as provided in this Agreement; a change in the effective date of any waiver by the Majority Banks Maturity Date of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)except pursuant to Section 18.1; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected therebyany interest thereon; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the Loans; a decrease of the amount of any scheduled payment may not be reduced without fee (other than late fees) payable to a Bank hereunder; the written consent release of each Bank affected therebythe Borrower or Guarantor except as otherwise provided herein; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all or substantially all an amendment of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the this Section 27. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 Section 14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower or Guarantor shall entitle the Borrower and Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Bridge Loan Agreement (Windrose Medical Properties Trust)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Required Lenders; provided, however, that the written consent of Agreement Regarding Fees may be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the Majority Banksparties thereto only. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: (a) a decrease reduction in the rate of interest on the Notes Notes; provided, however, that (other than interest accruing pursuant to (S)6.11.2 following i) only the effective date of any waiver by the Majority Banks consent of the Default or Event Term Loan Lenders shall be necessary to reduce the rate of Default relating thereto)interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and (ii) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of the Banks Lenders (other than increases which are contemplated by except as provided in §2.11 and §18.1); (S)20.1.2 hereof)c) a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written Loan Documents; provided that only the consent of the Borrower and the written consent of each Bank affected thereby; Term Loan Lenders or the Revolving Credit Loan Maturity Date and Lenders, as the case may be, shall be necessary for any such amendment or waiver that on its face only applies to the Term Loan Maturity Date may not be postponedLoans or the Revolving Credit Loans and Revolving Credit Commitments, no date fixed for payment may be postponed and respectively; (d) a change in the amount of any scheduled fee payable to a Lender hereunder; provided that only the consent of the Revolving Credit Lenders shall be necessary for any such amendment or waiver of the fees described in §2.3; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan, provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Revolving Credit Maturity Date (except as provided in §2.12) or Term Loan Maturity Date, as applicable; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders, Required Revolving Credit Lenders or Required Term Loan Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders, the Required Revolving Credit Lenders or the Required Term Loan Lenders to require a lesser number of Lenders to approve such action. Any provision of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders may not be reduced without the written consent amended or waived to require a lesser number of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, Revolving Credit Lenders to approve such action without the written consent of all of the Banks; all Revolving Credit Lenders. Any provision of this Agreement or substantially the Loan Documents which requires the approval of all of the Collateral (except if Term Loan Lenders or the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) Required Term Loan Lenders may not be released amended or waived to require a lesser number of Term Loan Lenders to approve such action without the written consent of all of the Banks; and Term Loan Lenders. There shall be no amendment, modification or waiver of any provision in the amount Loan Documents which results in a modification of the Agent's Fee conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any Letter amendment, modification or waiver that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Fees payable for Lenders or the Agent's account Required Term Loan Lenders, respectively. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and (S)16 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 the Commitment of any Defaulting Lender may not be increased without the consent of such Lender. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower any Obligor or any of its their Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower Borrowers and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 ss.6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), ) or the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee commitment fee or Letter of Credit Fees hereunder may not be reduced decreased without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity amount of the Commitments may not be increased without the written consent of the Borrowers and of each Bank affected thereby; the Term Out Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 ss.27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 ss.16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower Borrowers shall entitle the Borrower Borrowers to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Morgan Group Inc)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries Borrower, the Property Owner, the Guarantor and the Additional Pledgors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a decrease change in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; a change in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Banks; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and a change in the amount of any scheduled fee payable to a Bank hereunder; the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; an extension of each Bank affected therebythe Maturity Date; this (S)27 and a change in the manner of distribution of any payments to the Banks or the Agent; the release of the Borrower, the Guarantor, an Additional Pledgor or any Collateral except as otherwise provided herein; an amendment of the definition of Majority Banks may not be amended, without the written or of any requirement for consent of by all of the Banks; all an amendment of this Section 26; or substantially all an amendment of any provision of this Agreement or the Collateral (except if Loan Documents which requires the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent approval of all of the Banks; and Banks or the amount Majority Banks to require a lesser number of the Agent's Fee or any Letter Banks to approve such action. The provisions of Credit Fees payable for the Agent's account and (S)16 Section 13 may not be amended without the written consent of the AgentAgent and the Majority Banks. No waiver under the Loan Documents shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right under the Loan Documents shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders (except as provided in §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than increases which are contemplated by a reduction or waiver of default interest) or fee payable under the Loan Documents; (S)20.1.2 hereof), and d) a change in the amount of any fee payable to a Lender hereunder; (e) the Commitment Fee postponement of any date fixed for any payment of principal of or Letter of Credit Fees hereunder may not be reduced without interest on the written consent Loan; (f) an extension of the Borrower and Maturity Date (except as provided in §2.12); (g) a change in the written manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of each Bank affected therebythe Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan Maturity Date and made by the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any scheduled payment may not be reduced without provision of this Agreement or the written consent of each Bank affected thereby; this (S)27 and Loan Documents which requires the definition of Majority Banks may not be amended, without the written consent approval of all of the Banks; all Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without 122 the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. 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 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 such Defaulting Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and the Arranger in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Credit Agreement (GTJ REIT, Inc.)
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any material term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders and, with respect to any amendment of any term of this Agreement or of any other instrument related hereto or mentioned herein, the Borrower and or the written consent of other Credit Parties, as the Majority Bankscase may be. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to a reduction or waiver of default interest); (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), b) an increase in the amount of the Commitments of the Banks Lenders; (other than increases which are contemplated by (S)20.1.2 hereof)c) a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable under the written consent of the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (d) a change in the amount of any scheduled fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment may not be reduced without of principal of or interest on the written consent Loan; (f) an extension of each Bank affected therebythe Maturity Date; this (S)27 g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower, other Credit Party, or any Collateral (except as permitted or required under §5.4 and §5.5); (i) an amendment of the definition of Majority Banks may not be amended, without Required Lenders or of any requirement for consent by all of the written consent Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders, the Required Lenders or substantially all the Required Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the action. The provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 §14 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or demand upon 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 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 such Defaulting Lender. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall entitle be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the Borrower interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to other or further notice or demand in similar or other circumstancesthis Agreement.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries the Guarantors of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksRequired Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of: (a) in the case of a decrease reduction in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date a reduction or waiver of any waiver by the Majority Banks of the Default or Event of Default relating theretodefault interest), the consent of each Lender holding a Note affected by such interest rate reduction; (b) in the case of an increase in the Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment, Term Loan C Commitment or the amount of the Commitments of any Lender, the Banks consent of such Lender whose Commitment is increased; (c) in the case of any increase in the Total Commitment (other than increases which are contemplated by (S)20.1.2 hereofin connection with an increase under §2.11), and each Lender; (d) in the amount case of a forgiveness, reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon, fee or prepayment premium payable under the written consent of Loan Documents, the Borrower and the written consent of each Bank affected therebyLender that would have otherwise received such principal, interest, fee or prepayment premium; (e) in the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and case of a change in the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, the written consent of each Bank Lender to which such fee or prepayment premium would otherwise be owed; (f) in the case of the postponement of any date fixed for any payment of principal of or interest on the Loan, the consent of each Lender that would otherwise have received such principal or interest at such earlier fixed date; (g) in the case of an extension of the Revolving Credit Maturity Date (except as provided in §2.15), the Term Loan A Maturity Date, the Term Loan B Maturity Date or the Term Loan C Maturity Date, each Lender whose Commitment is thereby extended; (h) in the case of a change in the manner of distribution of any payments to the Lenders or the Agent, the consent of each Lender directly affected thereby; this (S)27 and i) in the case of the release of the Borrower or any Guarantor, except as otherwise provided in §5.5, the consent of each Lender; (j) in the case of an amendment of the definition of Required Lenders, each Lender, in the case of an amendment of the definition of Majority Banks may not be amendedRevolving Credit Lenders, without each Revolving Credit Lender, in the written case of an amendment of the definition of Majority U.S. Dollar Revolving Credit Lenders, each U.S. Dollar Revolving Credit Lender, in the case of an amendment of the definition of Majority Alternative Currency/Dollar Revolving Credit Lenders, each Alternative Currency/Dollar Revolving Credit Lender, in the case of an amendment to the definition of Majority Term Loan A Lenders, each Term Loan A Lender, in the case of an amendment to the definition of Majority Term Loan B Lenders, each Term Loan B Lender, and, in the case of an amendment to the definition of Majority Term Loan C Lenders, each Term Loan C Lender; (k) in the case of any modification to require a Lender to fund a pro rata share of a request for any advance of the Loan to Borrower other than based on such Lender’s Commitment Percentage, the consent of each such Lender thereby required to fund a pro rata share other than based on its Commitment Percentage; (l) in the case of an amendment to this §27, each Lender directly affected thereby; (m) in the case of an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Required Lenders, to require a lesser number of Lenders to approve such action, each Lender, in the case of an amendment of any provision of any Loan Document that requires the approval of the Collateral (except if the release or disposition Majority Revolving Credit Lenders to require a lesser number of Lenders to approve such Collateral is permitted or provided for action, each Revolving Credit Lender, in the provisions case of (S)10.5.2 hereof) may not be released without the written consent of all an amendment to any provision of the Banks; and Loan Documents that requires the amount approval of the Agent's Fee Majority U.S. Dollar Revolving Credit Lenders to require a lesser number of Lenders to approve such action, each U.S. Dollar Revolving Credit Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Alternative Currency/Dollar Revolving Credit Lenders to require a lesser number of Lenders to approve such action, each Alternative Currency/Dollar Revolving Credit Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Term Loan A Lenders to require a lesser number of Lenders to approve such action, each Term Loan A Lender, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Term Loan B Lenders to require a lesser number of Lenders to approve such action, each Term Loan B Lender, or, in the case of an amendment to any provision of the Loan Documents that requires the approval of the Majority Term Loan C Lenders to require a lesser number of Lenders to approve such action, each Term Loan C Lender; (n) in the case of an amendment or waiver of the conditions contained in §11 to all Revolving Credit Lenders making any Loan or issuing any Letter of Credit, the consent of the Majority Revolving Credit Fees payable for the Agent's account and (S)16 Lenders. The provisions of §14 may not be amended without the written consent of the Agent; or (o) in the case of the issuance or an extension of a Letter of Credit beyond the Revolving Credit Maturity Date, the consent of each U.S. Dollar Revolving Credit Lender. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender or the Bid Loans without the consent of the Bid Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. There shall be no amendment, modification or waiver of any provision in the Loan Documents which result in a modification of the conditions to funding or in increased borrowing availability with respect to the U.S. Dollar Revolving Credit Commitment without the written consent of the Majority U.S. Dollar Revolving Credit Lenders, the Alternative Currency/Dollar Revolving Credit Commitment without 170 the written consent of the Majority Alternative Currency/Dollar Revolving Credit Lenders, the Term Loan A Commitment without the consent of the Majority Term Loan A Lenders, the Term Loan B Commitment without the consent of the Majority Term Loan B Lenders, the Term Loan C Commitment without the consent of the Majority Term Loan C Lenders, nor any amendment, modification or waiver that disproportionately affects the U.S. Dollar Revolving Credit Lenders, the Alternative Currency/ Dollar Revolving Credit Lenders, the Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders without the approval of the Majority U.S. Dollar Revolving Credit Lenders, Majority Alternative Currency/ Dollar Revolving Credit Lenders, Majority Term Loan A Lenders, Majority Term Loan B Lenders or Majority Term Loan C Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent on any matter not expressly waived. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of Borrower or Guarantors shall entitle Borrower or Guarantors to other or further notice or demand in similar or other circumstances. 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, except as provided in §2.15, extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender). Notwithstanding anything to the contrary in this Agreement, including this §27, this Agreement may be amended by Borrower and Agent to provide for any Commitment Increase in the manner contemplated by §2.11 and the extension of the Revolving Credit Maturity Date as provided in §2.15. Further notwithstanding anything to the contrary in this §27, if the Agent and the Borrower have jointly identified an ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provisions of this Agreement and/or the other Loan Documents, the Agent and the Borrower shall be permitted to amend, modify or supplement such provision or provisions to cure such ambiguity, omission, mistake, typographical error or other defect or inconsistency so long as to do so would not adversely affect the interest of the Lenders. Any such amendment, modification or supplement shall become effective without any further action or consent of any of other party to this Agreement and a copy thereof will be promptly forwarded by Agent to each of the Lenders. Any amendment of the Bond Subordination and Standstill Agreement or waiver of the terms thereof shall require the written consent of the Required Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.. 171
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and Majority Lenders, and, in the case of amendments, with the written consent of the Majority BanksBorrower other than amendments to schedules made in the ordinary course as contemplated by this Agreement, provided, however, that any waiver of an Event of Default under ss.12.1(a) or ss.12.1(b) or any modifications or waivers of the financial covenants set forth in ss.9.1, ss.9.2 or ss.9.3 or any waiver of an Event of Default relating to the Borrower's failure to comply with such financial covenants shall require the written consent of all Lenders. Notwithstanding the foregoing, a decrease in (i) the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term or amount of the Default or Event of Default relating thereto)Notes, (ii) the amount of the Commitments of the Banks (other Lenders(other than increases which are contemplated by (S)20.1.2 hereofchanges in Commitments pursuant to Assignments under ss.18), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and (iii) the amount of any scheduled payment may not be reduced without fee payable to a Lender hereunder, (iv) any provision herein or in any of the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written Loan Documents which expressly requires consent of all the Lenders, (v) the funding provisions of ss.2.5 hereof, (vi) the Maturity Date and (vii) the rights, duties and obligations of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for Agent specified in the provisions of (S)10.5.2 ss.14 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 , may not be amended without the written consent of each Lender affected thereby, nor may the AgentAgent release any Collateral or add any Collateral, including pursuant to ss.12.5 hereof, without first obtaining the written consent of all the Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority BanksLenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: a decrease in the rate of interest on and the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks term of the Default or Event of Default relating thereto), Notes; an increase in the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof)Lenders; a forgiveness, and the amount reduction or waiver of the Commitment Fee principal of any unpaid Loan or Letter of Credit Fees hereunder may not be reduced without any interest thereon or fee payable to the written consent of Lenders under the Borrower and the written consent of each Bank affected therebyLoan Documents; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no postponement of any date fixed for any payment may be postponed and of principal of or interest on the amount Loan; an extension of the Maturity Date; a change in the manner of distribution of any scheduled payment may not be reduced without payments to the written consent Lenders or the Agent; the release of each Bank affected therebythe Borrower; this (S)27 and an amendment of the definition of Majority Banks may not be amended, without Lenders or of any requirement for consent by all of the written consent Lenders; any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Facility Percentage; an amendment to this §25; or an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Banks; all Lenders or substantially all the Majority Lenders to require a lesser number of the Collateral (except if the release or disposition of Lenders to approve such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agentaction. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
