Other Consents. (i) In the event that there is (x) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (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, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof 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 Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or any other Lender (in addition to the Lenders described in clause (A) above) under Section 13.6(b).
Appears in 4 contracts
Samples: Term Loan Agreement (Realty Income Corp), Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Realty Income Corp)
Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by the Borrower or the Servicer therefrom, shall: (i) In increase any Revolving Commitment of any Lender over the event that there is amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (xii) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restatemodify, terminate or request a consent or approval waive any provision of Section 0 with respect to, regard to any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (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, amendment, consent, approval, restatement or waiver) (each Extension of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and Class A Revolving Lenders without any further action by any Person) approved the Proposed Modification consent of any corresponding provision hereof 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 Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Class A Revolving Lenders; or amend, then simultaneously modify, terminate or waive any provision of Section 0 with regard to any Credit Extension of the Class B Revolving Lenders without the consent of the Requisite Class B Revolving Lenders; (and iii) amend the definitions of “Eligibility Criteria”, “Eligible Loan Asset Obligor” or “Excess Concentration Amounts” or amend any portion of 0 or Appendix D without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; (iv) amend or modify any other Lender provision of Section 0, without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Lenders; (in addition to v) amend or modify any provision of Section 0 without the consent of each of the Requisite Class A Revolving Lenders described in clause (A) above) under Section 13.6(b).and the Requisite Class B Lenders; or
Appears in 1 contract
Other Consents. (i) In the event that there is (x) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (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, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof 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 Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or any other Lender (in addition to the Lenders described in clause (A) above) under Section 13.6(b).. 100
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Other Consents. (i) In the event that there is (x) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) No amendment, modification, termination or waiver of any provision of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and hereinDocuments, or (y) a proposal in writing consent to modifyany departure by any Credit Party therefrom, shall amend, waive or restatemodify, terminate or request a consent or approval with respect to, waive any provisions in provision of this SECTION 12 as the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of defaultsame applies to the Administrative Agent, or definitions related thereto (which may include a written waiver any other provision hereof as the same applies to the rights or obligations of an existing actual or potential default or event the Administrative Agent, in each case without the consent of default that is intended to be eliminated by such modification, amendment, consent, approval, restatement or waiver) (each the Administrative Agent. Notwithstanding any of the foregoing in clauses (x) and (y)to the contrary, a “Proposed Modification”), then (A) the consent of the Credit Parties shall not be required for any Lender amendment, modification or waiver of the provisions of 0 (other than the provisions of Sections 12.6, 12.10 or 12.11) so long as such amendment is not adverse to the interests of the Borrower and the other Credit Parties, (B) the Credit Parties and/or the Administrative Agent, without the consent of any Lender, may enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law; (C) the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Credit Document to cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall be deemed to have simultaneously (and become effective without any further action by any Person) approved the Proposed Modification consent of any corresponding provision hereof for purposes other party to such Credit Document so long as such amendment, modification or supplement does not adversely affect the rights 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 Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or any other holder of the Obligations in any material respect; and (D) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have been terminated, such Lender shall have no other commitment or other 107 #200345476_v12 obligation hereunder and shall have been paid in addition full all principal, interest and other amounts owing to the Lenders described in clause (A) above) it or accrued for its account under Section 13.6(b)this Agreement.
Appears in 1 contract
Other Consents. (i) In the event that there is (x) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) No amendment, modification, termination or waiver of any provision of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and hereinDocuments, or (y) a proposal in writing consent to modifyany departure by any Credit Party therefrom, shall amend, waive or restatemodify, terminate or request a consent or approval with respect to, waive any provisions in provision of this Section 11 as the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of defaultsame applies to the Administrative Agent, or definitions related thereto (which may include a written waiver any other provision hereof as the same applies to the rights or obligations of an existing actual or potential default or event the Administrative Agent, in each case without the consent of default that is intended to be eliminated by such modification, amendment, consent, approval, restatement or waiver) (each the Administrative Agent. Notwithstanding any of the foregoing in clauses (x) and (y)to the contrary, a “Proposed Modification”), then (A) the consent of the Credit Parties shall not be required for any Lender amendment, modification or waiver of the provisions of this Section 11 (other than the provisions of Sections 11.6, 11.10 or 11.11) so long as such amendment is not adverse to #194770820_v13 the interests of the Borrower and the other Credit Parties, (B) the Credit Parties and/or the Administrative Agent, without the consent of any Lender, may enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the holders of the Obligations, or as required by local law to give effect to, or protect any security interest for the benefit of the holders of the Obligations, in any property or so that the security interests therein comply with applicable law; (C) the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Credit Document to cure or correct administrative or technical errors or omissions or any ambiguity, mistake, defect, inconsistency, obvious error or to make any necessary or desirable administrative or technical change, and such amendment shall be deemed to have simultaneously (and become effective without any further action by any Person) approved the Proposed Modification consent of any corresponding provision hereof for purposes other party to such Credit Document so long as such amendment, modification or supplement does not adversely affect the rights 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 Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or any other holder of the Obligations in any material respect; and (D) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have been terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in addition full all principal, interest and other amounts owing to the Lenders described in clause (A) above) it or accrued for its account under Section 13.6(b)this Agreement.
Appears in 1 contract
Other Consents. No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall: (i) In increase any Revolving Commitment of any Lender over the event that there is amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default, and no making of a Protective Advance as contemplated hereby, shall constitute an increase in any Revolving Commitment of any Lender; (xii) an approval by the “Requisite Lenders” (as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restatemodify, terminate or request a consent or approval with respect to, waive any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (which may include a written waiver of an existing actual or potential default or event of default that is intended provision hereof relating to be eliminated by such modification, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and the Swing Line Sublimit or the Swing Line Loans without any further action by any Person) approved the Proposed Modification consent of any corresponding provision hereof 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 Revolving Credit Agreement in its capacity as a “Swing Line Lender” under the Revolving Credit Agreement and , (B) in the case that Letter of Credit Sublimit without the consent of Issuing Bank, (C) the Issuing Bank Sublimit of any Issuing Bank without the consent of such Issuing Bank or (D) or any Letter of Credit without the consent of the applicable Issuing Bank; (iii) amend, modify, terminate or waive any obligation of Lenders described in clause relating to (A) above constitute the Requisite Lenderspurchase of participations in Letters of Credit as provided in Section 2.03(5), then simultaneously (B) the purchase of participations in Protective Advances as provided in Section 2.10(2) or (C) the making of any Revolving Loan as provided in Section 2.03(4), in each case without the written consent of Administrative Agent and without any further action by any Personof Issuing Bank; (iv) with the agreement to waive, amend or granting of such Proposed Modification under the Revolving Credit Agreement, otherwise modify this Agreement shall be deemed modified, amended to modify the definition of the term “Borrowing Base” or restated, or such waiver, consent or approval granted, any component definition thereof in a manner consistent with that has the Proposed Modifications under effect of increasing borrowing availability (other than modifications to Reserves implemented by the Revolving Credit AgreementAdministrative Agent in the manner and to the extent expressly provided herein), unless such modificationwithout the prior written consent of the Supermajority Lenders; (v) amend, restatementmodify, waiver, consent terminate or approval requires waive any provision of any fee letter among the Loan Parties and Agents without the consent of each Lender the parties thereto; or (vi) amend, modify, terminate or waive any provision of the Loan Documents as the same applies to any Agent, Arrangers, or Issuing Bank, or any other Lender (in addition provision hereof as the same applies to the Lenders described rights or obligations of any Agent, Arrangers or Issuing Bank, in clause each case without the consent of such Agent, Arrangers or Issuing Bank, as applicable. (A) above) under Section 13.6(b4).
Appears in 1 contract
Other Consents. Section 5.03 No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) In filings and registrations necessary to perfect the event that there is (x) an approval Liens on the Collateral granted by the “Requisite Lenders” (as defined Loan Parties in the Revolving Credit Agreement) favor of the addition of an “Unencumbered Asset” Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which does have been duly obtained, taken, given or made and are in full force and effect (except to the extent not meet one required to obtained, taken, given or more of made or in full force and effect pursuant to the criteria for inclusion set forth in the Revolving Credit Agreement Collateral and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (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, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (xGuarantee Requirement) and (y)iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. Binding Effect.Section 5.04 This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a “Proposed Modification”)legal, then (A) any Lender shall be deemed to have simultaneously (valid and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof for purposes of determining if the requisite approvals hereunder have been obtained if such Lender or an Affiliate binding obligation of such Lender approved the Proposed Modification under the Revolving Credit Agreement Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its capacity terms, except as a “Lender” under the Revolving Credit Agreement such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (Bii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the case that Secured Parties and (iii) the Lenders described effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or any other Lender (in addition to the Lenders described in clause (A) above) under Section 13.6(b).Foreign Subsidiaries. -118-
Appears in 1 contract
Samples: Credit Agreement (Prestige Consumer Healthcare Inc.)
Other Consents. Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit Documents (excluding the Fee Letter), or consent to any departure by any Credit Party therefrom, shall: (i) In increase any Commitment of any Lender over the event that there is amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender; (xii) an approval by the “Requisite Lenders” [Intentionally Reserved]; (as defined in the Revolving Credit Agreementiii) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restatemodify, terminate or request waive any provision of Section 3.2(a) with regard to any Credit Extension consisting of a Term Loan without the consent or approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (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, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof 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 Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders; (iv) [Intentionally Reserved]; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.14 or 2.15(h) without the consent of the Requisite Lenders; (vi) amend, then simultaneously (modify or waive any provision of this Agreement or the Pledge and without any further action by any Person) with Security Agreement so as to alter the agreement to or granting treatment of such Proposed Modification Obligations arising under the Revolving Credit Documents and Obligations arising under Secured Hedge Agreements or the definitions of the terms “Lender Counterparty”, “Secured Hedge Agreement, this Agreement shall be deemed modified, amended or restated”, or “Obligations” (or any of them and as each such waiverterm or any similar term is defined in any relevant Collateral Document), consent or approval grantedin each case, in a manner consistent adverse to any Lender or any Lender Counterparty with Obligations then outstanding without the Proposed Modifications under written consent of the Revolving Credit AgreementRequisite Lenders; or (vii) amend, unless modify, terminate or waive any provision of Section 9 as the same directly or indirectly applies to any Agent, or any other provision hereof as the same directly or indirectly applies to the rights or obligations of any Agent, in each case, in any manner adverse to such modification, restatement, waiver, consent or approval requires Agent without the consent of each Lender or any other Lender (in addition to the Lenders described in clause (A) above) under Section 13.6(b)such Agent.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lifecore Biomedical, Inc. \De\)
Other Consents. No waiver, amendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall: (i) In waive, amend or otherwise modify the event rights or obligations of any Agent without the prior written consent of such Agent; (ii) waive, amend or otherwise modify the rights or obligations of any Agent, any Issuing Bank or the Swing Line Lender (including any waiver, amendment or other modification of the obligation of Lenders to purchase participations in Protective Advances as provided in Section 2.2(b), Letters of Credit as provided in Section 2.4(g) or Swing Line Loans as provided in Section 2.3(c)) without the prior written consent of such Agent, such Issuing Bank or the Swing Line Lender, as the case may be; (iii) waive, amend or otherwise modify this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment (in accordance with Section 2.16(f) of Obligations arising under the Credit Documents, on the one hand, and the Designated Pari Hedge Obligations or the Designated Pari Cash Management Services Obligations, on the other, or amend or otherwise modify the definition of the term “Obligations”, “Designated Hedge Obligations”, “Designated Cash Management Services Obligations”, “Designated Pari Hedge Obligations”, “Designated Pari Cash Management Services Obligations” or “Secured Parties” (or any comparable term used in any Collateral Document), in each case in a manner adverse to any Secured Party holding Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations then outstanding without the written consent of such Secured Party (it being understood that there is (x) an approval amendment or other modification of the type of obligations secured by the “Requisite Lenders” (Collateral Documents or Guaranteed hereunder or thereunder, so long as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which such amendment or other modification by its express terms does not meet one alter the Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or more of the criteria for inclusion set forth in the Revolving Credit Agreement and hereinDesignated Pari Cash Management Services Obligations being so secured or Guaranteed, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (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, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall not be deemed to have simultaneously (and without be adverse to any further action by any Person) approved the Proposed Modification of any corresponding provision hereof for purposes of determining if the requisite approvals hereunder have been obtained if such Lender Secured Party holding Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or an Affiliate of such Lender approved the Proposed Modification under the Revolving Credit Agreement in its capacity Designated Pari Cash Management Services Obligations, as a “Lender” under the Revolving Credit Agreement and (B) in the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner consistent with the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender or any other Lender (in addition to the Lenders described in clause (A) above) under Section 13.6(bmay be).; DMFIRM #406105327 v12 241
Appears in 1 contract
Samples: Credit and Guaranty Agreement (QualTek Services Inc.)
Other Consents. SECTION 5.03 No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) In filings, recordings and registrations with Governmental Authorities necessary to perfect the event that there is (x) an approval Liens on the Collateral granted by the “Requisite Lenders” (as defined Loan Parties in the Revolving Credit Agreement) favor of the addition of an “Unencumbered Asset” Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which does have been duly obtained, taken, given or made and are in full force and effect (except to the extent not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any provisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (which may include a written waiver of an existing actual or potential default or event of default that is intended required to be eliminated by such modificationobtained, amendmenttaken, consent, approval, restatement given or waiver) (each of made or be in full force and effect pursuant to the foregoing in clauses (xCollateral and Guarantee Requirement) and (y)iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. Binding Effect.SECTION 5.04 This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a “Proposed Modification”)legal, then valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (Ai) any Lender shall be deemed Debtor Relief Laws and by general principles of equity, (ii) the need for filings, recordations and registrations necessary to have simultaneously create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and without any further action by any Personregulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries. -143- Financial Statements; No Material Adverse Effect.SECTION 5.05 (i) approved The Audited Financial Statements fairly present in all material respects the Proposed Modification financial(a) condition of any corresponding provision hereof the Borrower and its Subsidiaries as of the dates thereof and their results of operations for purposes the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (ii) The Unaudited Financial Statements fairly present in all material respects the financial condition of determining if the requisite approvals hereunder Borrower and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. The forecasts of consolidated balance sheets and consolidated statements of income and(b) cash flow of Holdings and its Subsidiaries which have been obtained if such Lender or an Affiliate furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Lender approved the Proposed Modification under the Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement forecasts, it being understood that actual results may vary from such forecasts and (Bthat such variations may be material. Since December 31, 2013, there has been no event or circumstance, either individually or(c) in the case aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. As of the Lenders described in clause Closing Date, none of the Borrower and its Subsidiaries has any Indebtedness(d) or other obligations or liabilities, direct or contingent (Aother than (i) above constitute the Requisite Lendersliabilities reflected on Schedule 5.05, then simultaneously (and without any further action by any Personii) with the agreement to or granting of such Proposed Modification obligations arising under the Revolving Loan Documents, the ABL Credit AgreementAgreement or under the Senior Notes Documents and (iii) liabilities incurred in the ordinary course of business that, this Agreement shall either individually or in the aggregate, have not had nor could reasonably be deemed modifiedexpected to have a Material Adverse Effect). Litigation.SECTION 5.06 Except as set forth on Schedule 5.06, amended there are no actions, suits, proceedings, claims or restateddisputes pending or, or such waiverto the knowledge of the Borrower, consent or approval grantedthreatened in writing, at law, in a manner consistent with equity, in arbitration or before any Governmental Authority, by or against the Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of each Lender Borrower or any other Lender (of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in addition the aggregate, could reasonably be expected to the Lenders described in clause (A) above) under Section 13.6(b).have a Material Adverse Effect. [Reserved].SECTION 5.07
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