Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Dynegy Inc /Il/), Second Lien Credit Agreement (Dynegy Inc /Il/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby, ,
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k2.18(b) or (c) in a manner that would by its terms alter the prorata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby or amend or modify any Loan Table of Contents Document so as to alter the ratable treatment of the Swap Agreement Obligations and the Loan Document Obligations or the definition of “Specified Swap Agreement,” “Swap Agreement Obligations,” “Swap Provider” or “Obligations” (as defined in any Loan Document), in each case in a manner adverse to any Swap Provider with Swap Agreement Obligations then outstanding without the written consent of such Swap Provider,
(v) amend or modify the provisions of this Section or the definition of the term terms “Required Lenders” insofar as such definition affects or any other provision hereof specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each LenderLender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Third Restatement Effective Date),
(ivvi) release all or substantially all the Collateral or release any of the Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement or such Subsidiary Loan Party is designated as an Unrestricted Subsidiary in accordance with the provisions of this Agreement, without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCLender and each Swap Provider with Swap Agreement Obligations then outstanding; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Syndication Agent or the Joint Lead Arrangers or any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) The Lenders and the Issuing Bank hereby consent to any amendments, restatements or other modifications to the Security Documents, including, without limitation, any release Table of Contents of the Liens on any Collateral granted pursuant thereto that constitutes COFACE Collateral, that are reasonably required to provide the lenders under the COFACE Loan a security interest over the COFACE Collateral pursuant to the terms of the Security Documents, and hereby direct the Administrative Agent to and the Administrative Agent hereby agrees to enter into such amendments, restatements or other modifications in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, without any further consent or direction from the Lenders and the Issuing Bank, pursuant to the terms of the Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Syndication Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Syndication Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected thereby, (ii) increase change or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k2.17 or 10.04(i), the provisions of this Section or Section, the definition of the term “"Required Lenders” insofar as such definition affects the substance of this Section, " or release any material GuarantorGuarantor or all or any substantial part of the Collateral, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Syndication Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Syndication Agent.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, 9.08 or release any material GuarantorSubsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05 or as otherwise provided in the Intercreditor Agreement) or all or substantially all of the Collateral (except as provided in the Intercreditor Agreement), without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.each
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of of, or date for the payment of any interest on or principal on, any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected thereby, or (ii) increase or extend the Term Loan Commitment of any Lender, or decrease or extend the date for payment of any Fees of any Lender payable to such Lender, without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.172.12, the mandatory prepayment provisions of Section 2.10, the provisions of Section 9.04(k9.04(j), the provisions of this Section or the definition of the term “Required Lenders,” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (viv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPC, or (v) release all or any substantial part of the Collateral without the prior written consent of each Lender or (vi) release any Credit Agreement Guarantor, without the prior written consent of each Lender; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding the foregoing, any change in the definition of “Change of Control” that affects any Loan Party other than CEI shall only require the consent of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require except, in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Borrower, in each case with the consent of the Required Lenders; provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall (i) other than as provided in Section 2.17(a), decrease the principal amount of, or extend (other than as contemplated in Section 2.16) the maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Term LoanLoan or fees, or waive or excuse any such payment or any part thereof, or decrease any fees or the rate of interest on any Term Loan (except other than (A) interest or fees arising in connection with the waiver occurrence of applicability an Event of any post-default increase Default, or (B) the fee described in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.139.04(b)), which waiver without, in each case shall be effective with the consent of the Required Lenders)case, without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan any Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of the Lender holding such LenderCommitment (it being understood that a waiver of any Default or Event of Default shall not constitute such an increase), (iii) amend or modify release the pro rata requirements of Section 2.17, Borrower from its obligations under the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, Loan Documents without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (viv) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without 2.11(b), the provisions of this Section 9.08(b), the definition of the “Required Lenders”, any other provision of this Agreement that expressly provides that the consent of all Lenders is required or any other provisions requiring payment to be made for the ratable account of the Lenders, without, in each case, the prior written consent of such SPCeach affected Lender; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Table of Contents Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent. 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.
(c) Anything herein to the contrary notwithstanding, but subject to Section 2.17(a) and (c), if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the Collateral other Loan Documents or an inconsistency between a provision of this Agreement and/or a provision of the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision to cure such ambiguity, omission, mistake, defect or inconsistency, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the Required Lenders do not provide the Administrative Agent with written notice of objection to such amendment within ten Business Days following receipt of notice thereof.
(d) Notwithstanding anything to the contrary in this Section 9.08, the Administrative Agent and the Borrower may, without the consent of any Lender, (x) enter into amendments or modifications to this Agreement or any of the other Loan Documents or (y) enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents, in each case, as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.17(c) in accordance with the terms of Section 2.17(c).
(i) If the Required Lenders (as defined in the Revolving Credit Agreement) agree in writing to amend, modify, waive or restate any of the terms of the Revolving Credit Agreement relating to reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in GAAP, events of default and associated definitions (the “Revolving Credit Agreement Provisions”) (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 amendment, modification, waiver or restatement) (each of the foregoing, a “Revolving Credit Agreement Modification”), then (A) except to the extent such Lender has provided written notice to the Borrower that the terms of this Section 9.08(e)(i)(A) do not apply to such Lender’s agreement to such Revolving Credit Agreement Modification, any Lender that is also (or whose Affiliate is) a “Lender” under the Revolving Credit Agreement who affirmatively agreed to such Revolving Credit Agreement Modification shall be deemed to have consented to a corresponding amendment, modification, waiver or restatement of the terms of this Agreement corresponding to the Revolving Credit Agreement Provisions amended, modified, waived or restated by the Revolving Credit Agreement Modification (a “Corresponding Modification”) and (B) if the Lenders described in clause (A) above constitute the Required Lenders, then, unless the Borrower notifies the Administrative Agent that this Agreement shall not require a Corresponding Modification, simultaneously with the effectiveness of such Revolving Credit Agreement Modification, the applicable provisions of this Agreement shall be deemed automatically amended, modified or restated, or such waiver, consent or approval granted, pursuant to a Corresponding Modification in a manner consistent with the Revolving Credit Agreement Modifications under the Revolving Credit Agreement. If requested by the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and each approving Lender (including any Lender deemed to have approved as described above) shall execute and deliver a written amendment to, restatement of, or waiver, consent or approval under, this Agreement memorializing such modification, restatement, waiver, consent or approval. Notwithstanding anything to the contrary in this subsection, the terms of this subsection shall not apply to any Table of Contents modification, restatement, waiver, consent or approval regarding any of the matters described in Section 9.08(b).
(ii) At any time that the Administrative Agent is not a “Lender” under the Revolving Credit Agreement, the Borrower agrees to provide the Administrative Agent with (x) a copy of all draft documents distributed to the “Lenders” under the Revolving Credit Agreement with respect to the Revolving Credit Agreement Modification promptly upon such distribution and (y) a final, executed copy of each document in respect of each Revolving Credit Agreement Modification.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (bSection 9.08(b) belowor, with respect to any Security Documents, Section 6.12, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Representative in any case shall entitle the Borrower Representative to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), or the provisions of this Section 9.08 or the definition release all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance Term Loans or Guarantees under the Facility Guaranty or all or substantially all of this Section, or release any material Guarantorthe Collateral, without the prior written consent of each Lender, (iv) release all reduce the rights of any Indemnitee under Section 9.05(b) without the consent of such Indemnitee; (v) amend, waive or substantially all modify the provisions of Section 9.23 without the prior written consent of each adversely affected Lender; (vi) [reserved]; (vii) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV; (viii) amend the definition of “Required Lenders”, “Supermajority Lenders” or change the definition of “Pro Rata Share” without the prior written consent of each Lender directly affected thereby; (ix) change the currency of any Term Loan of any Lender, or change the manner, form or currency in which any Term Loan or other Obligation (including any interest) or other amount due under any of the Collateral Loan Documents to any Lender is payable (including to permit any payment to be capitalized or paid in-kind instead of in cash), in each case, without the prior written consent of such Lender; (x) waive, amend or modify the proviso to Section 5.05
(a) without the prior written consent of each Lender; or (xi) modify any other provision, if any, of this Agreement that expressly requires the consent of each Lender or each directly affected Lender without the prior written consent of each Lender, (xii) subordinate (x) the Liens securing any of the Obligations on all or substantially all of the Collateral (“Existing Liens”) to the Liens securing any other Indebtedness or other obligations or (vy) modify any Obligations in contractual right of payment to any other Indebtedness or other obligations (any such other Indebtedness or other obligations, to which such Liens securing any of the protections Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless (A) the amount of such Senior Indebtedness does not exceed 10.00% of the principal amount of the Term Loans outstanding at such time (or such greater amount as may be consented to in writing by the Supermajority Lenders) and (B) each Lender has been offered a bona fide opportunity to fund or otherwise provide its Pro Rata Share of the Senior Indebtedness on the same terms (other than reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such expense reimbursement, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such Lender decides to participate in the Senior Indebtedness, receive its Pro Rata Share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to an SPC the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to a written offer made to each Lender describing the provisions material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Lender for a period of not less than five Business Days; provided, however, that any subordination in connection with any “debtor in possession” financing, shall, in each case, not be further restricted by this provision, or (xiii) amend or modify (or any amendment or other modification that has the effect of amending or modifying) Section 9.04(j12(b)(ii)(B) of the Facility Guaranty or Section 6.01 or, in each case, any of the definitions or terms related thereto, without the prior written consent of such SPCthe Supermajority Lenders; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be.
(c) Without prejudice to the Administrative Agent’s right to seek instruction from the Lenders from time to time, the Administrative Agent and the Borrower Representative may amend this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document) to correct an obvious error or omission jointly identified by the Borrower Representative and the Administrative Agent or other errors or omissions of a technical or immaterial nature (including, but not limited to, an incorrect cross-reference). Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything to the contrary herein, (i) 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 such 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 materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender, and (ii) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower Representative (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 10.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof nor any of the other Loan Documents may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term the Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected thereby, (ii) increase change or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k2.13 or 10.04(i), the provisions of this Section or Section, the definition of the term “"Required Lenders” insofar as such definition affects the substance of this Section, " or release any material GuarantorGuarantor or all or any substantial part of any collateral for the Loan, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. Additionally, subsequent to the acquisition of one or more Franchisee Loans, without the prior approval of Required Lenders, the respective obligations of the Franchisee Loan Borrowers and any other person under any Franchisee Loan Document may not be waived, amended or modified and collateral securing a Franchisee Loan may not be released except as otherwise provided in the Franchisee Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (HFS Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent acting at the written direction of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected therebythereby (other than any waiver of any increase in the interest rate applicable to the Loans as a result of the occurrence of a Default or an Event of Default), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.the
Appears in 1 contract
Sources: Credit Agreement (Goamerica Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13Letter of Credit beyond the Tranche 1 Revolving Facility Maturity Date or Tranche 2 Revolving Facility Maturity Date, which waiver in each case shall be effective with the consent of the Required Lenders)as applicable, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) or 2.10(d) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08 or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Original Effective Date),
(vi) release all or substantially all the Collateral or release any material Guarantorall or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) effect any waiver, (iv) release all amendment or substantially all modification of any Loan Document that would alter the relative priorities of the Collateral without rights of the prior written consent of each LenderSecured Parties in the Collateral; or
(viii) (1) amend, waive or otherwise modify Section 2.08(d) hereof or (v2) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) waive any Tranche 2 Revolving Lender Termination Event, in each case, without the written consent of such SPCthe Required Tranche 2 Revolving Lenders; provided, further however, that the amendments, modifications, waivers and consents described in this clause (viii) shall not require the consent of any Lenders other than the Required Tranche 2 Revolving Lenders; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Syndication Agent, the Documentation Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) or 2.10(d) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08 or the definition of the term “terms "Required Lenders” insofar " or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Original Closing Date),
(vi) release all or substantially all the Collateral or release any material Guarantorall or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(ivvii) release all effect any waiver, amendment or substantially all modification of any Loan Document that would alter the relative priorities of the Collateral without rights of the prior written consent of each Lender, or (v) modify Secured Parties in the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCCollateral; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Syndication Agent, the Documentation Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment and as provided in Section 2.14(b) with respect to a Benchmark Transition Event, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Maturity Date, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the waterfall or the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08 or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments included on the Closing Date),
(vi) release all or substantially all the Collateral or release any material Guarantorall or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; provided, however, that no consent of any Lender shall be required for a release of Collateral pursuant to Section 5.12,
(ivi) release all effect any waiver, amendment or substantially all modification of any Loan Document that would alter the relative priorities of the Collateral rights of the Secured Parties in the Collateral,
(ii) amend or modify the definition of “Issuing Bank Sublimit” without the prior written consent of each LenderIssuing Bank, and
(iii) effect any waiver, amendment or modification of any Loan Document that would (x) subordinate the Liens on the Collateral securing the Obligations or (vy) modify subordinate all or any portion of the protections afforded to an SPC pursuant to the provisions Obligations in right of Section 9.04(j) without the written consent of such SPCpayment; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Nuance Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower other Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), ) or the provisions of this Section or the definition release one or more Guarantors representing all or substantially all of the term “Required Lenders” insofar as value of the Guarantees hereunder (other than in connection with the sale of such definition affects Guarantors in a transaction permitted by Section 6.05) or all or substantially all of the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms directly adversely affects the Collateral rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderdirectly adversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPCSPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided, further provided that (A) no such agreement shall amend, modify or otherwise adversely affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, any Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, such Issuing Bank or the Swingline Lender, as the case may be, (B) any waiver, amendment or modification of this Agreement that by its terms solely directly adversely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of one or several particular Class or Classes (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class or Classes of Lenders that would be required to consent thereto under this Section if such Class or Classes of Lenders were the only Class or Classes of Lenders hereunder at the time and (C) Loan Modification Offers may be made as set forth in Section 9.22.
(c) The Administrative Agent, Holdings and the Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.
Appears in 1 contract
Sources: Credit Agreement (ASC Holdco, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Revolver Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any Letter of Credit beyond the Revolver Termination Date, without the prior written consent of each Lender directly and adversely affected thereby; provided, that (w) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i), (x) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the rate of interest for purposes of this clause (i), (y) that waiver or reduction of a post-default increase in interest shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender) and (z) any such rates of interest may be amended or replaced pursuant to and except for in accordance with Section 2.27,
(ii) increase the Revolver Commitment of any waiver Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments under Section 2.13or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase or extension of maturity); provided, which waiver that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (iii) and (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in each case the Unused Line Fees for purposes of this clause (iii),
(iv) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.04 and 9.08(d)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions 2.18(b) or (c) of this Section or Agreement in a manner that would by its terms alter the definition pro rata sharing of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantorpayments required thereby, without the prior written consent of each Lender,
(v) amend or modify the provisions of Section 7.02, Sections 9.08(a), (ivb) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any Revolver Commitment Increase, Extended Revolver Commitments (and the related credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.K. Borrowing Base” or “U.S. Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein,
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “U.S. Borrowing Base” or add any new classes of eligible assets thereto,
(ix) amend the definition of “Alternative LC Currency” without the prior written consent of each Lender, or or
(v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(jx) without the prior written consent of the Required Tranche Lenders, adversely affect the rights of Lenders under such SPC; Tranche in respect of payments hereunder in a manner different than such amendment affects other Tranche, provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Revolver Commitments of such Lender may not be increased or extended without the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, replacement or modification of all of the Revolver Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of any Replacement Revolver Facility are, as of the date of incurrence of such Replacement Revolver Facility, not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Revolver Facility than those applicable to the Replaced Revolver Facility (other than any covenants or other provisions applicable only to periods after the Revolver Termination Date) and (iii) any Lender or, with the consent of the Borrowers and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Revolver Loans or Revolver Commitment to such person, the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender (which consent shall not be unreasonably withheld), any additional bank, financial institution or other entity may provide such Replacement Revolver Facility.
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document, (i) the Borrowers and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrowers and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f) or 9.08(d), (ii) if the Administrative Agent and the Borrowers have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Parent, Holdings or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the term “terms "Required Lenders” insofar as such definition affects ," "Majority Lenders" or any other provision hereof specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each LenderLender adversely affected thereby (it being understood that, (iv) release all or substantially all of with the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the Collateral Agent.determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the a Borrower or Holdings in any case shall entitle the any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise set forth in this Agreement Agreement, neither this Agreement, nor any other Loan Document, nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, of any scheduled principal payment or extend the maturity of or date for the payment of any interest on any Term Loan, Loan or payment of any Fees accrued hereunder or waive or excuse any such payment or any part thereofthereof without the prior written consent of each Lender directly and adversely affected thereby, (ii) extend any scheduled principal payment date, date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement without the prior written consent of each Lender directly and adversely affected thereby, (iii) decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby, (iiiv) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lendereach Lender directly and adversely affected thereby, (iiiv) amend or modify the pro rata requirements of Section 2.172.17 without the prior written consent of each Lender directly and adversely affected thereby, (vi) amend or modify the provisions of Section 9.04(k), ) or the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, 9.08 without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (vvii) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC, (viii) release all or substantially all the value of the Guarantees, without the prior written consent of each Lender, (ix) modify the definition of “Alternative Currency” without the prior written consent of all Multicurrency Lenders, (x) reduce the percentage contained in the definition of the term “Required Lenders” without the consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the date hereofof this Agreement), or (xi) reduce the number or percentage of the Lenders required to consent, approve or otherwise take any action under the Loan Documents without the prior written consent of each Lender affected thereby; provided, provided further that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any Issuing Bank or the Collateral Agent a N.Z. Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Issuing Bank or such N.Z. Swingline Lender, as the case may be, (x) amendments, waivers or modifications described in clauses (i) through (xi) above shall be subject only to the consent requirements expressly set forth in each such clause, (y) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Holdings, the Borrowers and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to the Guarantee Agreement or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Guarantee Agreement or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (z) the consent of the Lenders or the Collateral AgentRequired Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Term Loans or the provision of any Incremental Revolving Credit Commitments or other changes otherwise expressly permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Cbre Group, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Term Borrower and the Required LendersLenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements as provided for therein; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend or waive any Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the term “terms "Required Lenders” insofar as such definition affects ," "Majority Lenders" or any other provision hereof specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each LenderLender adversely affected thereby (it being understood that, (iv) release all or substantially all of with the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the Collateral Agent.determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such scheduled payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or forgive the amount of, or extend the date for for, payment of any Fees Fees, any principal or interest of any Loan or any Applicable Premium of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or the definition release all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance Guarantees or all or substantially all of this Section, or release any material Guarantorthe Collateral, without the prior written consent of each Lender, (iv) release all or substantially all modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV, (v) reduce the percentage contained in the definition of the Collateral term “Required Lenders” without the prior written consent of each Lender, Lender or (vvi) modify the protections afforded impose any additional restrictions on any Lender’s ability to an SPC pursuant to the provisions assign any of its rights and obligations under Section 9.04(j) 9.04 without the prior written consent of such SPC; providedeach Lender, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative or immaterial errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Magnum Hunter Resources Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower other Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), ) or the provisions of this Section or release Guarantors representing all or substantially all the definition value of the term “Required Lenders” insofar as such definition affects Guarantee under Article X or all or substantially all of the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms directly and adversely affects the Collateral rights of Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderdirectly adversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPCSPV, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof) and (vii) only the written consent of the Required Revolving Credit Lenders shall be necessary to amend or waive the terms and provisions of Section 6.12, paragraph (d)(ii) of Article VII and the last two sentences of the definition of Consolidated EBITDA (and related definitions as used in such provisions, but not as used in other provisions of this Agreement), and no amendment or waiver of any of the foregoing in this clause (vii) may be made without the written consent of the Required Revolving Credit Lenders; provided, further provided that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Collateral Agent or the Collateral Agent any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Collateral Agent or such Issuing Bank, as the Collateral case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms solely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, with the consent of Holdings, the Borrowers and the Required Lenders, this Agreement (including Section 2.17) may be amended to allow the Borrowers to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to procedures approved by the Administrative Agent.
(c) The Administrative Agent, Holdings and the Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Borrower, or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or Holdings in any case shall entitle the any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require except, in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Loan Party (to the extent such Loan Party is a party thereto), in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, Loan or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) except as provided in Section 2.24, increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees (or any prepayment premium set forth in Section 2.12) of any Lender without the prior written consent of such Lender; provided that the foregoing shall not apply to extensions effected in accordance with Section 2.22, (iii) amend or modify the pro rata requirements of Section 2.17, 2.17 or the sharing of payments provisions of Section 9.04(k), 2.18 or the provisions of this Section or the definition release all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance Guarantees under the Security Documents or all or substantially all of this Section, or release any material Guarantorthe Collateral, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the Collateral rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderadversely affected Class, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, any Loan Document may be amended or modified pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Borrowers and each other Loan Party that is a party thereto, without the consent of any of the Lenders, if such amendment or modification is beneficial to the Lenders (or the Lenders holding Loans or Commitments of any Class) and does not adversely affect the rights or obligations of any Lender under any Loan Document.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Security Documents are cumulative and are not exclusive of any rights or remedies that they it would otherwise have. No waiver of any provision of this Agreement or any other Loan Security Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required LendersGrantor with respect to which such waiver, amendment or modification is to apply and consented to by the Majority Secured Parties; provided, however, that no such agreement shall (i) decrease any amendment or waiver of this Agreement that by its terms adversely affects the principal amount of, or extend rights of the maturity Revolving Loan Secured Parties differently from those of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case Secured Parties shall be effective with the consent of the Required Lenders), without require the prior written consent of each Lender affected therebyRequired Lenders (as defined in the Revolving Loan Credit Agreement), (ii) increase and any amendment or extend waiver of this Agreement that by its terms adversely affects the rights of the Term Loan Commitment or decrease or extend Secured Parties differently from those of the date for payment of any Fees of any Lender without Revolving Loan Secured Parties shall require the prior written consent of such Lenderthe Required Lenders (as defined in the Term Loan Credit Agreement), (iiiii) amend except as expressly provided in Section 11.15, any amendment or modify waiver having the pro rata requirements effect of Section 2.17a release of any guarantee hereunder or all or substantially all of the Collateral from the Lien hereunder, the provisions of Section 9.04(k), the provisions and any termination of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this SectionAgreement, or release any material Guarantorin each case, without shall require the prior written consent of each Lender, (iviii) release all any amendment to the Security Documents that directly or substantially all indirectly narrows the description of the Collateral or the obligations being secured thereby, changes the priority of payments to the Secured Parties hereunder or under any other Security Document, amends the definition of “Majority Secured Parties” or amends this Section 11.09 may be not made without the prior written consent of each Lender, Lender and (iv) provisions solely affecting the rights of the Secured Parties among themselves may be amended or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) waived without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentGrantor.
Appears in 1 contract
Sources: Guarantee, Collateral and Intercreditor Agreement (Network Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Maturity Date, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08 or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments included on the Closing Date),
(vi) release all or substantially all the Collateral or release any material Guarantorall or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; provided, however, that no consent of any Lender shall be required for a release of Collateral pursuant to Section 5.12,
(ivvii) release all effect any waiver, amendment or substantially all modification of any Loan Document that would alter the relative priorities of the Collateral rights of the Secured Parties in the Collateral, or
(viii) amend or modify the definition of “Issuing Bank Sublimit” without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCIssuing Bank; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Nuance Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Credit Extension shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in (w) Section 2.22, (x) the definition of Letter of Credit Increase Event with respect to amendments to Schedule 2.01(b), (y) Section 2.14(b)(ii) or Section 2.13(e) with respect to the implementation of any Conforming Changes and (z) as otherwise expressly set forth in this Section 9.08, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made A) in the case of this Agreement, pursuant to correct typographical errors which shall only require the written an agreement of or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders) except and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Loan Party or Loan Parties that are parties thereto and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders); providedprovided that, however, that no such agreement shall notwithstanding the foregoing:
(i) decrease the written consent of all Lenders shall be required for any waiver, amendment or modification that:
(A) except as expressly permitted herein or in the Collateral Agreement (including Section 9.08(e)), (1) releases all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or (2) releases all or substantially all of the value of the Guarantees (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the value of the Guarantees under the Collateral Agreement (including any release of the Guarantee of a Subsidiary Guarantor in the event all or substantially all the Equity Interests of such Subsidiary Guarantor are sold or otherwise disposed of in a transaction permitted by this Agreement));
(B) except as expressly permitted herein (including Section 7.04(a)) or in the Collateral Agreement, (2) contractually subordinates the Liens of the Administrative Agent under the Security Documents with respect to Borrowing Base Collateral and/or all or substantially all of the Collateral (other than, in each case, in respect of Term Loan Priority Collateral in accordance with the provisions of the Loan Documents as in effect on the date hereof or pursuant to Section 9.17) to the Liens on such Collateral securing any other Indebtedness or (2) contractually subordinates the Obligations hereunder to any other Indebtedness;
(ii) the written consent of each Lender (or Issuing Bank) directly and adversely affected thereby (but not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that:
(A) decreases or forgives the principal amount of, or extend extends the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan or any LC Disbursement, or extends the stated expiration of any Letter of Credit beyond the Revolving Termination Date; provided, that, (1) only the consent of the Required Revolving Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any obligation of the Borrower to pay interest at the Default Rate, in each case, as it relates to Revolving Obligations (except in connection with the waiver of applicability of that any post-default increase in such Default Rate in excess of 2.00% shall also require the consent of the Required Revolving Lenders, the Required FILO A Lenders and the Required FILO B Lenders), and (2) only the consent of the Required FILO A Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any obligation of the Borrower to pay interest rates at the Default Rate, in each case, as it relates to FILO A Obligations (except that any increase in such Default Rate in excess of 2.00% shall also require the consent of the Required FILO A Lenders, the Required Revolving Lenders and the Required FILO B Lenders) and (3) only the consent of the Required FILO B Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any obligation of the Borrower to pay interest at the Default Rate, in each case, as it relates to FILO B Obligations (except for that any waiver increase in such Default Rate in excess of 2.00% shall also require the consent of the Required FILO B Lenders, and the Required Revolving Lenders and the Required FILO A Lenders);
(B) increases the Commitment of such Lender (other than with respect to any Facility increase pursuant to Section 2.22 in which such L▇▇▇▇▇ has agreed to participate) (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayments under reduction in any Class of Commitments shall not constitute an increase of any Commitment of any Lender);
(C) extends the Commitment of such Lender or decreases the fees (including the Unused Line Fees, Letter of Credit Fees or Issuing Bank Fees) due to such Lender or Issuing Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in any Class of Commitments shall not constitute an increase of any Commitment of any Lender);
(D) changes the order of application of funds or proceeds of Collateral set forth in Section 2.137.03;
(E) except to the extent necessary to give effect to the express provisions of this Agreement (including Sections 2.22 and 9.04), which waiver which, in each case respect of any amendment or modification to effect such express provisions, shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv2.18(b) release all or substantially all of the Collateral without the prior written consent of each Lender, or (vc) modify in a manner that would by its terms alter the protections afforded to an SPC pursuant to the provisions pro rata sharing of Section 9.04(jpayments required thereby;
(iii) without the written consent of such SPC(A) each Revolving Lender (but not the Required Lenders) shall be required with respect to any change to the definition of “Required Revolving Lenders” or “Required Supermajority Revolving Lenders”, (B) each FILO A Lender (but not the Required Lenders) shall be required with respect to any change to the definition of “Required FILO A Lenders” or “Required Supermajority FILO A Lenders”, (CB) each FILO B Lender (but not the Required Lenders) shall be required with respect to any change to the definition of “Required FILO B Lenders”, (DC) each Lender shall be required with respect to any change to Section 9.08(a) or (b) or any change to the definition of “Required Lenders”, and (ED) each Lender affected thereby (but not the Required Lenders) will be required with respect to any change to any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; provided, further that no such agreement shall amendthat, modify for the avoidance of doubt, the definition of “Required Lenders”, “Required Revolving Lenders”, “Required Supermajority Revolving Lenders”, “Required FILO A Lenders”, “Required Supermajority FILO A Lenders” or otherwise affect “Required FILO B Lenders” may be amended in connection with any amendment pursuant to Section 2.22 to include (or to exclude) appropriately the rights Lenders participating in any Facility Increase in any required vote or duties action of the Administrative Agent Required Lenders, Required Revolving Lenders, Required Supermajority Revolving Lenders, Required FILO A Lenders, Required Supermajority FILO A Lenders or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.Required FILO B Lenders, as applicable;
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender other Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Note Purchase Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent and the Lenders other Secured Parties hereunder and under the other Loan Note Purchase Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Note or the incurrence of any Other First Lien Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower any Pledgor in any case shall entitle the Borrower any Pledgor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required Lenders; providedPledgor or Pledgors with respect to which such waiver, howeveramendment or modification is to apply, that no such agreement shall subject to (i) decrease any consent required in accordance with Section 9.02 of the principal amount ofNote Purchase Agreement, and (ii) the consent of each other Authorized Representative if and to the extent required by (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may request, and conclusively rely on, a certificate of a Responsible Officer of the Issuer as to whether any amendment contemplated by this Section 5.09(b)(ii) is permitted.
(c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may (in its reasonable discretion) grant extensions of time or extend waivers of the maturity of or date requirement for the payment creation or perfection of any interest on any Term Loan, security interests in or waive the obtaining of insurance (including title insurance) or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver surveys with respect to mandatory prepayments under Section 2.13particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, which waiver in each case shall be effective consultation with the consent of the Required Lenders)Issuer, without the prior written consent of each Lender affected thereby, (ii) increase that perfection or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent obtaining of such Lender, (iii) amend items cannot be accomplished without undue effort or modify expense by the pro rata requirements of Section 2.17time or times at which it would otherwise be required by this Agreement, the provisions of Section 9.04(k), the provisions of this Section other Note Purchase Agreement Documents or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentOther First Lien Agreement.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan (except as provided in the definition of Maturity Date), or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.172.12, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without Guarantor (other than in connection with the prior written consent sale of each Lender, (ivsuch Guarantor in a transaction permitted by Section 6.05) release or all or substantially all of the Collateral Collateral, without the prior written consent of each Lender, or (viv) modify reduce the protections afforded to an SPC pursuant to percentage contained in the provisions definition of Section 9.04(j) the term “Required Lenders” without the prior written consent of such SPCeach Lender; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Rentech Inc /Co/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) as provided in Section 2.21, (y) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent (or, in the case of any Security Documents, the Collateral Agent if so provided therein) and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C – BA Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit or Bankers’ Acceptance beyond the consent of the Required Lenders)Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, (ii) except as provided in Section 2.05(c), increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C-BA Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) NYDOCS01/1270096.12 ▇▇▇▇▇ – A&R Revolving Credit Agreement extend any date on which payment of interest on any Loan or any L/C – BA Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby, amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby, amend or modify the provisions of this Section 9.08 or the definition of the term “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this SectionLoans and Commitments are included on the Closing Date), release all or substantially all the Collateral or release any material Guarantorof Holdings, the Company or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, (iv) release all or substantially increase any of the percentages set forth in the definition of the Borrowing Base without the consent of all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCLenders; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.or
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly affected thereby, ,
(ii) increase or extend the Term Loan Commitment of any Lender or decrease or extend the date for payment of any Fees of fees payable to any Lender without the prior written consent of such Lender, ,
(iii) extend or waive any Scheduled Amortization Payment or reduce the amount due on any Scheduled Amortization Payment or extend any date on which payment of interest on any Loan or any Fee is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 2.16(b) or (c) or any other provisions of this Agreement in a manner that would by its terms alter the pro rata requirements sharing of Section 2.17payments required thereby or the application of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of Section 9.04(k), the provisions of 9.04(a)(i) or this Section 9.08 or the definition of the term “Required Lenders,” insofar or any other provision hereof or of any other Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this SectionLoans and Commitments are included on the Closing Date), or
(vi) release all or substantially all the Collateral or release any material GuarantorGuarantees of the Borrower, Holding, ExGen Renewables Holding or any other Loan Party, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Depositary Bank or the Collateral Agent hereunder or under any the other Loan Document Documents without the prior written consent of the Administrative Agent Agent, the Depositary Bank or the Collateral Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Syndication Agent, Documentation Agent, Lead Arranger or Lender, the Loan Parties and the Administrative Agent, the Depositary Bank and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (e), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Senior Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Senior Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, extend the date for payment of any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with or reduce the waiver of applicability amount of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)fee payable hereunder, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(k)2.18, the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent provisions of the Administrative Agent or the Collateral Agent.this
Appears in 1 contract
Sources: Term Loan Credit Agreement (Pyxus International, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Security Documents are cumulative and are not exclusive of any rights or remedies that they it would otherwise have. No waiver of any provision of this Agreement or any other Loan Security Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required LendersGrantor with respect to which such waiver, amendment or modification is to apply and consented to by the Majority Secured Parties; provided, however, that no such agreement shall (i) decrease any amendment or waiver of this Agreement that by its terms adversely affects the principal amount of, or extend rights of the maturity Revolving Loan Secured Parties differently from those of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case Secured Parties shall be effective with the consent of the Required Lenders), without require the prior written consent of each Lender affected therebyRequired Lenders (as defined in the Revolving Loan Credit Agreement), (ii) increase and any amendment or extend waiver of this Agreement that by its terms adversely affects the rights of the Term Loan Commitment or decrease or extend Secured Parties differently from those of the date for payment of any Fees of any Lender without Revolving Loan Secured Parties shall require the prior written consent of such Lenderthe Required Lenders (as defined in the Term Loan Credit Agreement), (iiiii) amend except as expressly provided in Section 11.15, any amendment or modify waiver having the pro rata requirements effect of Section 2.17a release of any guarantee hereunder or all or substantially all of the Collateral from the Lien hereunder, the provisions of Section 9.04(k), the provisions and any termination of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this SectionAgreement, or release any material Guarantorin each case, without shall require the prior written consent of each Lender, (iviii) release all any amendment to the Security Documents that directly or substantially all indirectly narrows the description of the Collateral or the obligations being secured thereby, changes the priority of payments to the Secured Parties hereunder or under any other Security Document, amends the definition of "Majority Secured Parties" or amends this Section 11.09 may be not made without the prior written consent of each Lender, Lender and (iv) provisions solely affecting the rights of the Secured Parties among themselves may be amended or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) waived without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentGrantor.
Appears in 1 contract
Sources: Guarantee, Collateral and Intercreditor Agreement (Network Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly affected thereby, ,
(ii) increase or extend the Term Loan Commitment of any Lender or decrease or extend the date for payment of any Fees of fees payable to any Lender without the prior written consent of such Lender, ,
(iii) extend or waive any Scheduled Amortization Payment or reduce the amount due on any Scheduled Amortization Payment or extend any date on which payment of interest on any Loan or any Fee is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 2.16(b) or (c) or any other provisions of this Agreement in a manner that would by its terms alter the pro rata requirements sharing of Section 2.17payments required thereby or the application of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of Section 9.04(k), the provisions of 9.04(a)(i) or this Section 9.08 or the definition of the term “Required Lenders,” insofar or any other provision hereof or of any other Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this SectionLoans and Commitments are included on the Closing Date), or
(vi) release all or substantially all the Collateral or release any material GuarantorGuarantees of the Borrower, Holdings, Continental Wind Holding or any other Loan Party, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Depositary Bank or the Collateral Agent hereunder or under any the other Loan Document Documents without the prior written consent of the Administrative Agent Agent, the Depositary Bank or the Collateral Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Syndication Agent, Documentation Agent, Lead Arranger or Lender, the Loan Parties and the Administrative Agent, the Depositary Bank and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (e), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agents or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Either this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly and adversely affected thereby, thereby (it being understood that the waiver of interest provided in Section 2.11(c) shall only require the consent of the Required Lenders),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease or extend the date for payment of any Fees of fees payable to any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase in the Commitments of any Lender, ),
(iii) extend or waive any scheduled amortization or reduce the amount due on any scheduled amortization or extend any date on which payment of interest on any Loan or any Fee is due or extend any payments made on any basis other than a pro rata basis, without the prior written consent of each Lender adversely affected thereby (it being understood that waivers of Defaults or Events of Default shall not constitute such an extension or waiver),
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section 9.08 or the definition of the term “Required Lenders” insofar or any other provision hereof or of any other Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this SectionLoans and Commitments are included on the Closing Date), and
(v) except as permitted hereunder, release all or substantially all the Collateral or release any material Guarantorall or substantially all of the value of the Guarantee of the Guarantors, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.;
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the 105 other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected therebyLender, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, 9.08 or release any material GuarantorGuarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPC or (v) reduce the percentage contained in the definition of the term "Required Lenders" without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments and outstanding Loans on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Network Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in Section 2.14(b), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent, as applicable, and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided that (1) neither (A) any amendment to the Financial Covenant definitions in this Agreement (or defined terms used in the Financial Covenants in this Agreement) or (B) any amendment entered into pursuant to the terms of Section 2.14(b) shall, in either case of the foregoing clauses (A) and (B) constitute a reduction in the rate of interest for purposes of this clause (i) and (2) waiver of the imposition of the default rate of interest shall only require the consent of the Required Lenders and not each Lender directly affected thereby,
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section interest on any Loan or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, any L/C Disbursement or release any material GuarantorFees is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) release all amend or substantially all modify the provisions of Section 2.08(c), the Collateral second sentence of Section 2.11(a), Section 2.11(e) or Section 2.18(b) or (c) in a manner that would by its terms alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the prior written consent of each Lender, or Lender adversely affected thereby,
(v) amend or modify the protections afforded to an SPC pursuant to the provisions of this Section 9.04(j) without 9.08 or the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties definition of the Administrative Agent terms “Required Lenders”, “Majority Lenders” or any other provision hereof specifying the Collateral Agent number or percentage of Lenders required to waive, amend or modify any rights hereunder or under make any other Loan Document determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the Administrative Agent or consent of the Collateral Agent.Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Effective Date),
Appears in 1 contract
Sources: Credit Agreement (Fathom Digital Manufacturing Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case Polypore shall entitle the Borrower Polypore to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Agent and the Arrangers may enter into an amendment to effect the provisions of Section 2.23(b) upon the effectiveness of any Incremental Assumption Agreement (and any such amendment shall in any event be deemed to have occurred upon such effectiveness); (x) no such agreement under this Section 9.8(b) shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.172.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or release any Guarantor or all or substantially all of the Collateral, without the prior written consent of each Lender directly affected thereby, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) amend, modify or waive compliance by Polypore with the provisions of Section 9.04(k)4.1, the provisions as it relates to an Event of Default following a breach of any provision of this Section or Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” insofar without the prior written consent of each Lender or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition affects of the substance term “Interest Period” in any way which would permit Interest Periods to be in excess of this Section, six months without regard to availability to Lenders or release any material Guarantor, (viii) without the prior written consent of each Lender, (iv) release all amend or substantially all modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition of “Total Leverage Ratio” shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of each Lenderthe Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCrespectively; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, the Issuing Bank or the Collateral Swingline Lender.
(c) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polypore, the Required Lenders and each extending Lender; provided that each Lender under the Facility that is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such Facility, but shall not be required to participate.
(d) Furthermore, notwithstanding the foregoing, the Administrative Agent, with the consent of Polypore, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the any Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24, Section 2.28, Section 2.29, clause (d) below, the Intercreditor Agreement and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend or waive the final scheduled maturity of date or date for the payment of any principal or interest on on, any Term Loan, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood that any waiver of default interest shall only require the consent of the Borrower and the Required Lenders), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or the definition release all or substantially all of the term “Required Lenders” insofar Guarantors or all or substantially all of the Collateral (except as such definition affects permitted under the substance of this SectionIntercreditor Agreement, or release any material GuarantorSection 6.04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, Lender or (iv) release all or substantially all reduce the percentage contained in the definition of the Collateral terms “Required Lenders” or “Required Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant of any consent hereunder without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that (w) the Administrative Agent may, with the consent of the Borrower, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuer, (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be, (y) the consent of the applicable Required Facility Lenders shall be required with respect to any amendment that by its terms adversely affects the rights of Lenders under any Other Term Facility or any facility in respect of a Credit Increase in respect of payments hereunder in a manner different than such amendment affects such other facilities and (z) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding the foregoing, but subject to the terms of the Intercreditor Agreement and Section 2.26, in addition to any credit extensions and related Incremental Amendments effectuated without the consent of Lenders in accordance with Section 2.24, this Agreement (including this Section 9.08 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the accrued interest and Fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities and (iii) to provide class protection for any additional credit facilities in a manner consistent with those provided herein for the Classes of Lenders contemplated by this Agreement as in effect on the Closing Date.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in dollars (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Percentage for such Replacement Term Loans shall not be higher than the Applicable Percentage for such Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Refinanced Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.
(e) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the term terms “Required Lenders,” insofar “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Restatement Effective Date),
(vi) release all or substantially all the Collateral or release any material Guarantorof the Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, (iv) release all amendment or substantially all modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Collateral without Majority Lenders participating in the prior written consent adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of each Lender, any prepayment or (v) modify the protections afforded Commitment reduction still required to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCbe made is not changed); provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments on substantially the same basis as the Term Loans or Revolving Facility Loans, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest (other than default interest) on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment of any Lender without the prior written consent of such Lender or decrease or extend the date for payment of any Fees of any Lender Agent without the prior written consent of such LenderAgent, (iii) amend or modify the pro rata requirements of Section 2.172.17 (other than in connection with loan buy-back offers that are made to all Lenders on a pro rata basis, in which case payments and Commitment reductions with respect to tendering Lenders will be permitted on terms acceptable to the Borrowers, Holdings and the Required Lenders) and Section 2.18, the provisions of Section 9.04(k), 9.04(h) or the provisions of this Section 9.08 or release all or substantially all of the Collateral or the definition value of the term “Required Lenders” insofar guaranties provided by the Guarantors taken as such definition affects the substance of this Section, or release any material Guarantora whole, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the Collateral rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderadversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(g) without the written consent of such SPCSPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Additional Term B Commitments on the Amendment No. 1 Effective Date); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agent, any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of any Loan or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase change or extend the Term Loan Commitment or decrease or extend the date for payment of any Commitment Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(k2.18 or 9.04(i), the provisions of this Section or 9.08, the definition of the term “"Required Lenders” insofar as such definition affects ", or release all or any substantial part of the substance of this SectionCollateral, other than the Permitted Release, or release any material GuarantorGuarantor or Gilbert Guarantor from the Guarantee Agreement or Gilbert ▇▇▇▇▇ntee Agreement, as applicable, unless all o▇ ▇▇▇▇▇antially all of the Capital Stock of such Guarantor or Gilbert Guarantor is sold in a transaction permitted by ▇▇▇▇ ▇▇reement, in each case without the prior written consent of each Lender, Lender or (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or the Collateral Agenteach Issuing Bank.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, ,
(ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, ,
(iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or (l) or the provisions of this Section 9.08 or release any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender,
(iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class,
(v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or
(vi) amend or modify the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each LenderLender (it being understood that, (iv) release all or substantially all with the consent of the Collateral without the prior written consent Required Lenders, additional extensions of each Lender, or (v) modify the protections afforded to an SPC credit pursuant to this Agreement may be included in the provisions determination of Section 9.04(j) without the written consent of such SPCRequired Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided, further however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent; provided, further that no such agreement shall change (x) Section 2.18 in a manner that would alter the pro rata sharing of payments required thereby or (y) the definition of “Class” without the written consent of each Lender directly and adversely affected thereby.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or to make modifications contemplated by Section 2.23 or 2.25. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Revolver Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any Letter of Credit beyond the Revolver Termination Date, without the prior written consent of each Lender directly and adversely affected thereby; provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i), (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the rate of interest for purposes of this clause (i) and (z) that waiver or reduction of a post-default increase in interest rates shall be effective with the consent of the Required Lenders (and except for shall not require the consent of each directly and adversely affected Lender),
(ii) increase the Revolver Commitment of any waiver Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments under Section 2.13or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase or extension of maturity); provided, which waiver that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (iii) and (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in each case the Unused Line Fees for purposes of this clause (iii),
(iv) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.04 and 9.08(d)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions 2.18(b) or (c) of this Section or Agreement in a manner that would by its terms alter the definition pro rata sharing of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantorpayments required thereby, without the prior written consent of each Lender,
(v) amend or modify the provisions of Section 7.02, Sections 9.08(a), (ivb) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any Revolver Commitment Increase, Extended Revolver Commitments (and the related credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.K. Borrowing Base” or “U.S. Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein,
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “U.S. Borrowing Base” or add any new classes of eligible assets thereto,
(ix) amend the definition of “Alternative LC Currency” without the prior written consent of each Lender, or or
(v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(jx) without the prior written consent of the Required Tranche Lenders, adversely affect the rights of Lenders under such SPC; Tranche in respect of payments hereunder in a manner different than such amendment affects other Tranche, provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Revolver Commitments of such Lender may not be increased or extended without the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, replacement or modification of all of the Revolver Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of any Replacement Revolver Facility are, as of the date of incurrence of such Replacement Revolver Facility, not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Revolver Facility than those applicable to the Replaced Revolver Facility (other than any covenants or other provisions applicable only to periods after the Revolver Termination Date) and (iii) any Lender or, with the consent of the Borrowers and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Revolver Loans or Revolver Commitment to such person, the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender (which consent shall not be unreasonably withheld), any additional bank, financial institution or other entity may provide such Replacement Revolver Facility.
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document, (i) the Borrowers and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrowers and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f) or 9.08(d), (ii) if the Administrative Agent and the Borrowers have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Parent, Holdings or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made w) with respect to correct typographical errors which shall only require the written any amendment or waiver contemplated in clause (ix) below, pursuant to an agreement of or agreements in writing entered into by the Borrower and the Administrative AgentRequired Facility Lenders under the applicable Tranche or Tranches, as applicable (and not the Required Lenders), (x) except as provided in Section 2.14, (y) in the case of this Agreement (other than as set forth in clauses (w) and (y) above), pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent or the Collateral Agent, as applicable, and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected therebythereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such LenderLender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(iv) amend the provisions of Sections 2.18 and/or 7.02 with respect to the pro rata application of payments required thereby in a manner that by its terms modifies the application of such payments required thereby to be on a less than pro rata basis, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(v) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section 9.08 or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby, in each case except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) amend or modify the “waterfall” that applies following enforcement of the Loan Documents pursuant to Section 7.02 or the ABL/Term Intercreditor Agreement without the written consent of each Lender directly and adversely affected thereby (which, notwithstanding the foregoing, such definition affects consent of such Lender directly adversely affected thereby shall be the substance only consent required hereunder to make such modification),
(vii) amend or modify any provisions of this Sectionany Loan Documents in a way that would result in the subordination payments in respect of, or of all or substantially all of the Liens on the Collateral securing, the Term Loans without the written consent of each Lender directly and adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(viii) release any material Guarantorall or substantially all of the Collateral or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee Agreement (or all or substantially all of the value of such Guarantees), unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise Disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(ivix) release all amend, waive or substantially all otherwise modify any term or provision with respect to any Tranche of the Collateral without the prior written consent Term Loans which directly affects Lenders of one or more Tranches of Term Loans and does not directly affect Lenders under any other Tranche of Term Loans, in each Lendercase, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of the Required Facility Lenders under such SPCapplicable Tranche of Term Loans (and in the case of multiple Tranches which are affected, such Required Facility Lenders shall consent together as one Tranche); provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of (A) the Administrative Agent hereunder without the prior written consent of the Administrative Agent acting as such at the effective date of such agreement, as applicable, or (B) the Collateral Agent hereunder without the prior written consent of the Collateral Agent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender.
(c) Without the consent of any Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to effect an alternate interest rate in a manner consistent with Section 2.14, or (B) to cure any ambiguity, omission, defect or inconsistency.
(f) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(g) Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to the ABL/Term Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of the ABL/Term Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent in consultation with the Borrower, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided, further, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.
(h) This Section 9.08 shall be subject to any contrary provision of Sections 1.03, 2.22, 2.23, 2.24 and 2.25 and the Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower solely in order to give effect to, and the reflect the existence of, any Term Facility Increase pursuant to Section 2.22, any Incremental Term Facility pursuant to Section 2.22, any Incremental Equivalent Debt pursuant to Section 2.23, any Extension pursuant to Section 2.24, any Specified Refinancing Debt pursuant to Section 2.25, in each case in accordance with the terms set forth therein (including the addition thereof as a “Tranche” hereunder, if applicable).
Appears in 1 contract
Sources: Credit Agreement (TravelCenters of America Inc. /MD/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements definition of Section 2.17, the provisions of Section 9.04(k), “Pro Rata Share” or the provisions of this Section or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.04) or all or substantially all of the Collateral, without the prior written consent of each Lender or (iv) reduce the percentage contained in the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, Lender (iv) release all or substantially all it being understood that with the consent of the Collateral without the prior written consent Required Lenders, additional extensions of each Lender, or (v) modify the protections afforded to an SPC credit pursuant to this Agreement may be included in the provisions determination of Section 9.04(j) without the written consent of such SPCRequired Lenders on substantially the same basis as the Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected thereby, (ii) increase change or extend the Term Loan Commitment or decrease or extend the date for payment of any the Commitment Fees of any Lender Lender, without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k2.17 or 9.04(j), the provisions of this Section or Section, the definition of the term “"Required Lenders” insofar as such definition affects " or the substance of this Section, term "Supermajority Lenders" or release any material GuarantorGuarantor or all or any substantial part of the Collateral (except for any such release expressly permitted by the Loan Documents), without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Ryder TRS Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such agreement (i) shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan or L/C Disbursement, without the prior written consent of each Lender affected thereby, (B) increase or extend the Commitment or decrease the Fees of any Lender without the prior written consent of such Lender, or (C) amend or modify the pro rata sharing requirements of Section 2.17, or the provisions of Section 9.04(i), the provisions of this Section or the definition of the term "Required Lenders", or release any Guarantor or all or any substantial part of the Collateral (except in connection with as expressly permitted by the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required LendersLoan Documents), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, the Administrative Agent Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of such Agent, the Administrative Agent Issuing Bank or the Collateral AgentSwingline Lender, as applicable, or (iii) shall change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Revolving Loans, Tranche A Term Loans or Tranche B Term Loans (as used in this Section, each a "CLASS" of Loans) differently from the rights in respect of payments due to Lenders holding any other Class of Loans without the prior written consent of Lenders holding a majority of the aggregate outstanding principal amount of the Loans (or, if no Revolving Loans are outstanding, the Revolving Credit Commitments) of the adversely affected Class of Loans.
Appears in 1 contract
Sources: Credit Agreement (Johnstown America Industries Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Fronting Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Fronting Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by AAMM, the Borrower or any other Loan Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on AAMM, the Borrower or any Guarantor in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require except, in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by AAMM, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) extend any Installment Date (other than any final maturity) or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of (A) in the case of Term Loans, the Required Lenders and Lenders holding Term Loans representing at least 80% of the aggregate principal amount of each Tranche affected by such action or (B) in the case of Loans under the Revolving Credit Commitments and L/C Disbursements, Lenders with Revolving Credit Commitments representing at least 80% of the aggregate Revolving Credit Commitments then in effect, (iii) advance any Installment Date without the prior written consent of Lenders holding Term Loans representing (A) at least 80% of the aggregate principal amount of the then outstanding Tranche A Term Loans and (B) at least 80% of the aggregate principal amount of the then outstanding Tranche B Term Loans, (iv) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender, (iiiv) effect any waiver, amendment or modification of the provisions of Section 2.11(b) or that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of a majority in interest of the Lenders participating in the adversely affected Tranche, or change the relative rights in respect of payments or collateral of the Lenders participating in different Tranches without the consent of a majority in interest of Lenders participating in each affected Tranche, or (vi) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.09(d) or Section 2.16, the provisions of this Section or the definition of the term “"Required Lenders” insofar as such definition affects the substance of this Section", or release all or substantially all the Collateral (it being understood and agreed that the release of the pledge of the common stock of the Borrower pledged by AAMM to the Collateral Agent under the Pledge Agreement in connection with the IPO Merger shall require the consent of only the Required Lenders) or release any material GuarantorGuarantor from its Guarantee Agreement unless all or substantially all the Capital Stock of such Guarantor is sold in a transaction permitted by this Agreement or as provided in Section 9.17, without the prior written consent of each LenderLender adversely affected thereby, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Fronting Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentFronting Bank acting as such at the effective date of such agreement, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
Appears in 1 contract
Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agents or any Lender in exercising any right, power or right remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Parent or the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Parent or the Borrower in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or otherwise modified except (other than amendments made to correct typographical errors which shall only require i) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower (or, if applicable, the Parent or the Borrower, as the case may be) and the Collateral Agent and consented to by the Required Lenders; provided, however, provided that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with Loan, without the prior written consent of each Lender directly affected thereby; provided that that any waiver of applicability all or a portion of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with upon the consent of the Required Lenders,
(ii) increase or extend the Commitment of any Lender or decrease any fees payable to any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase in the Commitments of any Lender),
(iii) extend any date on which payment of interest on any Loan or any Fees or any other payment hereunder is due, without the prior written consent of each Lender adversely affected thereby, thereby (iiother than as a result of a waiver of a required prepayment or required offer to prepay pursuant to Section 2.10),
(iv) increase or extend change the Term Loan Commitment or decrease or extend the date for payment order of application of any Fees amounts from the application thereof set forth in the applicable provisions of Section 2.17(b), Section 2.17(c) or Section 9.23 or change any Lender provision hereof that establishes the pro rata treatment among the Lenders in a manner that would by such change alter the pro rata sharing or other pro rata treatment of the Lenders, without the prior written consent of each Lender adversely affected thereby or alter Section 9.23 in a manner adverse to any Secured Swap Agreement Counterparty without the consent of such Lender, Person,
(iiiv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section 9.08 or any requirement of Article IV or the definition of the term terms “Required Lenders” insofar as such definition affects or any other provision hereof specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender, and
(ivvi) release all or substantially all the Collateral or release all or substantially all of the Collateral value of the Guarantee of the Parent without the prior written consent of each Lender, or Lender (v) modify the protections afforded to an SPC pursuant except to the provisions extent of a release in connection with a transaction permitted by Section 9.04(j) without the written consent of such SPC6.05); provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any the other Loan Document Documents, without the prior written consent of such Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, the aggregate principal amount of Loans of a Defaulting Agent/Lender shall not be included in determining whether all Lenders, Required Lenders or affected Lenders have taken or may take any action hereunder; provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, which affects such Defaulting Agent/Lender differently than other affected Lenders, shall require the consent of such Defaulting Agent/Lender, (ii) the Loans of such Defaulting Agent/Lender may not be extended without the consent of such Defaulting Agent/Lender and (iii) any amendment that reduces the principal amount of, rate of interest on or extends the final maturity of any Loan made by such Defaulting Agent/Lender, shall require the consent of such Defaulting Agent/Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Lender, the Borrower and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to cure an ambiguity, omission, mistake or defect in such Loan Document; provided that, in connection with this Section 9.08(d), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Collateral AgentRequired Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.
Appears in 1 contract
Sources: Term Loan Agreement (Summit Midstream Partners, LP)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Administrative Agent, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend or waive any scheduled amortization payment or the final scheduled maturity date of or date for the payment of any interest on on, any Term LoanLoan or any date for reimbursement of an LC Disbursement, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or LC Disbursement, without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood that any change to the component definitions of Excess Cash Availability affecting the determination of interest and the waiver of a Default, Event of Default or default interest shall only require the consent of the Borrower and the Required Lenders), (ii) increase or extend the Term Loan Commitment (provided that the Administrative Agent may make Protective Advances as set forth in Section 2.25) or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(k)2.18, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or the definition release all or substantially all of the term “Required Lenders” insofar Guarantors or all or substantially all of the Collateral (except as such definition affects permitted under Section 6.04 and the substance of this Section, or release any material GuarantorGuarantee and Collateral Agreement), without the prior written consent of each Lender, (iv) release all waive or substantially all amend this Section 9.08(b)(iv) or (v) reduce the percentage contained in the definition of the Collateral term “Required Lenders” or the term “Supermajority Lenders” without the prior written consent of each LenderLender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments and extensions of credit thereunder on the date hereof and this Section 9.08 may be amended to reflect such extension of credit) or (vvi) modify increase the protections afforded to an SPC pursuant to advance rates set forth in the provisions definition of Section 9.04(j) the Borrowing Base or amend the definitions of Eligible Accounts, Eligible Inventory, Borrowing Base or Reserves which has the effect of increasing Availability without the written consent of such SPCthe Supermajority Lenders; provided, further further, that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank or the Collateral AgentSwingline Lender, as the case may be, and (x) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding the foregoing, in addition to any credit extensions and related Incremental Amendments effectuated without the consent of Lenders in accordance with Section 2.24, this Agreement (including this Section 9.08 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the credit extensions from time to time outstanding thereunder 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 Loans and the accrued interest and Fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities and (iii) to provide customary class protection for any additional credit facilities.
(d) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans and Commitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Parent, the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i);
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, );
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby;
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby;
(v) amend or modify the provisions of this Section or the definition of the term terms “Required Lenders,” insofar “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Amendment Effective Date);
(vi) release all or substantially all the Collateral or release any material Guarantorof Parent or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; or
(vii) effect any waiver, (iv) release all amendment or substantially all modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in other Facilities, without the consent of the Collateral without Majority Lenders participating in the prior written consent adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of each Lender, any prepayment or (v) modify the protections afforded Commitment reduction still required to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCbe made is not changed); provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Lead Arranger, Syndication Agent, Co-Documentation Agent or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Parent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Parent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing (for avoidance of doubt any such less favorable terms shall apply only to the Refinanced Term Loans and not to the Revolving Facility Loans).
(f) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Parent and the Borrower and the Administrative Agent to the extent necessary to integrate any Additional Term Loan Commitments or Additional Revolving Facility Commitments on substantially the same basis as the Term Loans or Revolving Facility Loans, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral either Agent or any Lender in exercising any power power, remedy, privilege or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, remedy, privilege or power, or any abandonment or discontinuance of steps to enforce such a right right, remedy, privilege or power, preclude any other or further exercise thereof or the exercise of any other right right, remedy, privilege or power. The rights rights, powers, privileges and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights rights, powers, privileges or remedies that they would otherwise haveprovided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower, and each other affected Loan Party; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the scheduled date of amortization or the maturity of or date for the payment of any principal or interest on the Term Loan (or any Term LoanNote), or Monthly Performance Payments, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any the Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required LendersNote), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or reduce the percentage specified in the definition of the term “"Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor", without the prior written consent of each Lender, (iii) reduce the amount or extend the time of payment of any Fee, indemnity or other Obligation payable to the Lender, or an Agent hereunder or under any other Loan Document, or (iv) release or otherwise limit or modify the obligations of any material Subsidiary Guarantor (except as provided in the Subsidiary Guaranty) or release all or substantially all any substantial part of the Collateral collateral securing the Obligations (except as provided in the Borrower Security Agreement or the Credit Agreement Reserves Securities Account Control Agreement) in each case without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral an Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent such Agent. Each Lender and each holder of a Term Loan shall be bound by any waiver, amendment or the Collateral Agentmodification authorized by this Section, and any consent by any Lender or holder of a Term Loan pursuant to this Section shall bind any Person subsequently acquiring a Term Loan from it.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Metris Companies Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower in any case shall entitle Holdings or the Borrower to any other or further notice or demand in similar or other circumstances. 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected therebythereby (other than any waiver of any increase in the interest rate applicable to the Loans as a result of the occurrence of an Event of Default and other than any waiver or extension of any mandatory prepayment), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees or premiums of any Lender (other than any waiver or extension of any mandatory prepayment) without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.172.14, the provisions of Section 9.04(k), ) or the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, 9.08(b) or release any material GuarantorGuarantor (other than in connection with the sale or other disposition of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC, or (v) without the written consent of the Required RL Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or amend the definition of “Required RL Lenders” or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Blackline, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party PREDEX Fund Advisor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended amended, supplemented or modified (other than amendments made to correct typographical errors which shall only require except, in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease increase the Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of any of the Specified Conditions to be satisfied shall constitute an increase in the Commitments of a Lender);
(ii) reduce the principal amount ofof any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.05); or reduce any Fees payable hereunder, or extend change the maturity form or currency of or date for the payment of any interest on Obligation, without the written consent of each Lender directly affected thereby;
(iii) (A) change the scheduled final maturity of any Term Loan, or waive any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (B) postpone the date of payment of any Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.05 or any part thereofmandatory prepayment pursuant to Section 2.07(b)), or decrease the rate of interest on in any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)case, without the prior written consent of each Lender directly affected thereby, ;
(iiiv) increase permit the assignment or extend delegation by the Term Loan Commitment or decrease or extend the date for payment Borrower of any Fees of its rights or obligations under any Lender Loan Document, without the prior written consent of such each Lender, ;
(iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(k), the provisions each Lender directly affected thereby;
(vii) change any provision of this Section or 9.07(b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in the definition of the term “Required Lenders” insofar as such definition affects or any provision of any Loan Document (including this Section 9.07(b)) specifying the substance number or percentage of this SectionLenders required to waive, amend, or release modify any material Guarantorrights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) release all change or substantially all waive any provision of Article VIII as the Collateral without the prior written consent of each Lendersame applies to any Agent, or (v) modify any other provision hereof as the protections afforded to an SPC pursuant same applies to the provisions rights or obligations of Section 9.04(j) any Agent, in each case, without the written consent of such SPCAgent; provided, further that no such agreement shall amend, modify or
(x) change or otherwise affect the rights or duties waive any obligation of the Administrative Agent or Lenders relating to the Collateral Agent hereunder or under making of any other Loan Document Loan, without the prior written consent of the Administrative Agent or the Collateral Agentsuch Lenders.
Appears in 1 contract
Sources: Credit Agreement (Predex)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees of any Lender Lender, or waive or excuse any such payment or any part thereof, without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k9.04(j), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section”, or (except as expressly provided in Section 9.17) release any material Guarantorall or substantially all the Subsidiary Guarantors or all or substantially all the Collateral, without the prior written consent of each Lender, (iv) release all or substantially all contractually subordinate any of the Collateral Agent’s Liens without the prior written consent of each Lender, Lender or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPV; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, respectively.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to a Incremental Term Loan Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent, as applicable, and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this SectionLoans and Commitments are included on the Closing Date), or
(vi) (x) release the Company from its obligations under Article X, (y) release all or substantially all the Collateral or (z) release any material GuarantorSubsidiary Loan Party from its Guarantee under a Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, the Issuing Bank or the Swingline Lender acting as such at the effective date of such agreement, as applicable (it being understood that any change to Section 2.23 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this clause (b) and then only in the event such Defaulting Lender shall be adversely affected by such amendment, waiver or other modification. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, and the Borrowers (a) to add one or more additional credit facilities (in addition to Incremental Term Loans as provided in Section 2.20) to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Incremental Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent to the extent necessary to (i) integrate any Incremental Term Loans or New Revolving Facility Commitments on substantially the same basis as the Revolving Facility Loans, as applicable and (ii) cure any ambiguity, omission, mistake, defect or inconsistency, to the extent such cure could not reasonably be expected to have a material adverse effect on the Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i), (ii) increase or extend the Term Loan Commitment of any Lender or decrease or extend the date for payment of any the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) extend or waive the Revolving Maturity Date, the Term Loan Maturity Date or any Term Loan Installment Date (but excluding the Early Maturity Date) or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of each Lender adversely affected thereby, (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, or the last sentence of Section 2.08(c) in a manner that would alter the pro rata sharing of commitment reductions required thereby, in each case, without the prior written consent of each Lender adversely affected thereby, (v) amend or modify the provisions of this Section or the definition of the term “Required Lenders”, “Majority Lenders” insofar as such definition affects or any other provision hereof specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each LenderLender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Restatement Date), (ivvi) release all or substantially all of the Collateral or release any material Subsidiary Loan Party from its Guarantee under the Subsidiary Guaranty and Security Agreement unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each LenderLender adversely affected thereby, (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights of Lenders participating in any Facility in respect of payments or collateral differently from the rights of Lenders participating in other Facilities in respect of payments or collateral, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed in a manner that is subject to this clause (vii)) or (vviii) modify change the protections afforded to an SPC pursuant to relative rights in respect of payments or collateral of the provisions of Section 9.04(j) Lenders participating in different Facilities without the written consent of such SPCthe Majority Lenders participating in each adversely affected Facility; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent an Agent, an Issuing Bank or the Collateral Agent a Swingline Lender hereunder or under any other Loan Document without the prior written consent of such Agent, Issuing Bank or Swingline Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.09 and any consent by any Lender pursuant to this Section 9.09 shall bind any assignee of such Lender.
(c) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to each relevant Loan Document (x) to add one or more additional credit facilities to this Agreement and to permit the Collateral Agentextensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, Incremental Term Loans and Revolving Loans and the accrued interest and fees in respect thereof, and any Additional Extensions of Credit that do not constitute an increase in the Revolving Facility may share ratably in the application of mandatory prepayments with other Term Loans and Incremental Term Loans and with preference to Revolving Loans and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Majority Lenders, Lenders and Revolving Facility Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Subject to the Intercreditor Agreement, neither the Loan Documents nor any provision hereof thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and acknowledged by the Administrative Agent (it being understood that, notwithstanding the foregoing, amendments, modifications and waivers to the Intercreditor Agreement shall only require the consent of Borrower or any other Loan Party to the extent set forth therein); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of (except to the extent permitted by Section 2.28) or extend any scheduled principal payment (but not prepayment) date or date for the payment of any interest on or any fees (including any prepayment fee or premium (including, for the avoidance of doubt, the premiums and/or fees set forth in Section 2.11(e))) payable with respect to any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or reduce any Term Loan fees (except including any prepayment fee or premium (including, for the avoidance of doubt, the fees set forth in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver Section 2.11(e))) payable with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)any Term Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) except to the extent permitted by Section 2.28, increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees (including any prepayment fee or premium (including, for the avoidance of doubt, the premiums and/or fees set forth in Section 2.11(e))) of any Lender without the prior written consent of such Lender, (iii) [reserved], (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section 9.08 or release one or more Guarantors (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.04 or as otherwise expressly provided in this Agreement or any Security Document or the definition Intercreditor Agreement) that represent all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance guarantees of this Section, the Obligations pursuant to the Loan Documents or release any material Guarantorall or substantially all of the Collateral, without the prior written consent of each Lender, (ivv) release all impose any additional restriction on any Lender’s ability to assign any of its rights or substantially all obligations without the written consent of such Lender, (vi) change the relative priorities of the Obligations secured by the Collateral without the prior written consent of Lenders holding a majority in interest of the outstanding Term Loans and unused Commitments of each Lenderadversely affected Class, or (vvii) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPV or (viii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or any of the Joint Lead Arrangers hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or any of the Joint Lead Arrangers, as applicable; provided further that no amendment or modification to Section 7.02 that directly and adversely affects the relative priorities of any Secured Party (other than a Lender or Agent, in each case in such capacity, subject to the other provisions of this Section 9.08) to receive applications of proceeds in respect of the Obligations will have any effect as to such Secured Party without the consent of such Secured Party, except for any such amendment or modification to reflect the addition of one or more Classes of Term Loans in a manner consistent with the treatment of Obligations under Section 7.02 immediately prior to such amendment or modification.
(c) Notwithstanding anything in clause (b) or otherwise herein to the contrary, (i) any amendment or modification that would extend the final maturity date of the Term Loans of any Lender, with such Lender’s prior written consent and in accordance with Section 2.28, or increase the rate of interest and fees payable on the extended Term Loans of such Lender, or make any other amendment or modification pursuant to Section 2.28, shall not require the applicable Class of prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Term Loans, on a pro rata basis based on the aggregate principal amount of such Class of Term Loans then outstanding, (ii) the payment in full of any Term Loans on the applicable final maturity date of such Term Loans and the payment of interest and fees made on account of the Commitments and/or Term Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17, (iii) if the Borrower shall request (A) the release of any Collateral to be sold to a Person that is not a Loan Party as part of any Asset Sale or other disposition permitted under Section 6.04 and shall deliver to the Collateral Agent a certificate to the effect that such Asset Sale or other disposition and the disposition of the proceeds thereof will comply with the terms of this Agreement or (B) the subordination of the Lien of the Collateral Agent, for the benefit of the Secured Parties, on any item of Collateral to any Lien permitted by Section 6.02(i) or Section 6.02(l) and shall deliver to the Collateral Agent a certificate to the effect that the incurrence of such other Lien on the Collateral will comply with the terms of this Agreement, then the Collateral Agent shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the release of such Collateral (in the case of an Asset Sale or other disposition described in clause (A)) or the subordination of the Lien of the Collateral Agent, for the benefit of the Secured Parties, in such Collateral (in the case of such other Lien as described in clause (B)), (iv) the Collateral Agent, the Borrower and the applicable Guarantors may amend, supplement or otherwise modify any Security Document so long as such amendment, supplement or other modification is not materially adverse to any Secured Party and such amendment shall become effective without any further consent of any other party to such Security Document. For the avoidance of doubt, any amendment or modification of the type described in the preceding clause (i) extending the final maturity date of the Term Loans of any Lender will require the prior written consent of such Lender (but not the Required Lenders) and (v) the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any Refinancing Amendment permitted hereunder.
(d) The Administrative Agent and the Borrower may amend any Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document) to (i) correct any errors, mistakes, omissions, defects or inconsistencies (including, but not limited to, an incorrect cross-reference), or to effect administrative changes (including with respect to parallel debt provisions) that are not adverse to any Lender and (ii) provide for the appointment of one or more syndication agents and/or documentation agents. Notwithstanding anything to the contrary contained herein, any such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrower.
(e) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.
(f) Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to any Customary Intercreditor Agreement (i) that is for the purpose of adding the holders of Credit Agreement Refinancing Indebtedness (or a representative with respect thereto) as parties thereto, as contemplated by the terms of such Customary Intercreditor Agreement (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Customary Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by such Customary Intercreditor Agreement; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.
(g) Notwithstanding anything to the contrary contained in this Section 9.08, the Guarantee Agreement and any Security Document and related documents executed by any Company in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent or the Collateral Agent, as applicable, at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such documents to be consistent with this Agreement and the other Loan Documents (including by adding additional parties as contemplated herein).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.25 without the prior written consent of each Lender affected thereby, (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(l) or the provisions of this Section or release all or substantially all the definition value of the term “Required Lenders” insofar as such definition affects Guarantors’ Guarantees of the substance Obligations or all or substantially all of this Section, or release any material Guarantorthe Collateral, without the prior written consent of each Lender, (ivv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the Collateral outstanding Loans and unused Commitments of each adversely affected Class, (vi) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(k) without the written consent of such SPV or (vii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each LenderLender (it being understood that with the consent of the Required Lenders, or (v) modify the protections afforded to an SPC additional extensions of credit pursuant to this Agreement may be included in the provisions determination of Section 9.04(j) without the written consent of such SPCRequired Lenders on substantially the same basis as the Term Loan Commitments); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent or any other agent named on the cover page hereto hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or such other agent, as applicable.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything to the contrary contained herein, the Administrative Agent, the Collateral AgentAgent (as appropriate) and the Borrower may, without any further consent of any other party to such Loan Document being required, amend any Loan Document (including the Intercreditor Agreement and the Agreement Among Lenders) to the extent (but only to the extent) necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to reflect the incurrence, existence and/or terms of Other Term Loans or Extended Term Loans, and to establish new Classes in respect of the Other Term Loans and Extended Term Loans, and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes, in each case on terms consistent with Sections 2.22 and 2.23, as applicable.
(e) Notwithstanding anything to the contrary contained herein, the Agreement Among Lenders may be modified or amended in accordance with the terms thereof without any further consent of the Borrower or any other Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified (other than amendments made from time to correct typographical errors which shall only require time except, in the written agreement case of the Borrower this Credit and the Administrative Agent) except Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease increase any Tranche Commitment or Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender);
(ii) reduce the principal amount ofof any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.05); or reduce any Fees payable hereunder, or extend change the maturity form or currency of or date for the payment of any interest on Secured Obligation, without the written consent of each Lender directly affected thereby;
(iii) (A) change the scheduled final maturity of any Term Loan, or waive any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (B) postpone the date of payment of any Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.05 or any part thereofmandatory prepayment pursuant to Section 2.07( b)), or decrease the rate of interest on in any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)case, without the prior written consent of each Lender directly affected thereby, ;
(iiiv) increase permit the assignment or extend delegation by the Term Loan Commitment or decrease or extend the date for payment Borrower of any Fees of its rights or obligations under any Lender Loan Document, without the prior written consent of such each Lender, ;
(iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among the Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(k), the provisions each Lender directly affected thereby;
(vii) change any provision of this Section or 9.07( b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in the definition of the term “Required Lenders” insofar as such definition affects or any provision of any Loan Document (including this Section 9.07( b)) specifying the substance number or percentage of this SectionLenders required to waive, amend, or release modify any material Guarantorrights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) release all change or substantially all waive any provision of Article VIII as the Collateral without the prior written consent of each Lendersame applies to any Agent, or (v) modify any other provision hereof as the protections afforded to an SPC pursuant same applies to the provisions rights or obligations of Section 9.04(j) any Agent, in each case, without the written consent of such SPCAgent; providedor
(x) change or waive any obligation of the Lenders relating to the making of any Loan, further that no without the written consent of such agreement shall amendLenders. Notwithstanding anything to the contrary in this Credit and Security Agreement or in any other Loan Document, modify or otherwise affect the rights or duties of the Administrative Agent may amend this Credit and Security Agreement or the Collateral Agent hereunder or under any other Loan Document without to cure any defect or inconsistency or to correct clerical errors or omissions, or to effect clerical changes that are not adverse to the prior written consent of Borrower, the Manager or the Lenders, which amendment shall be effective on the date on which the Administrative Agent or provides notice to Borrower and the Collateral AgentLenders of such amendment.
Appears in 1 contract
Sources: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers in any case shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, any other Loan Document, nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders; provided. No such waiver, howeveramendment, that no such agreement modification or consent shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of any Letter of Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability or reimbursement obligation of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent Letter of the Required Lenders)Credit, without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k9.04(j), the provisions of this Section or the definition of the term “"Required Lenders” insofar as such definition affects the substance of this Section, ," or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all any substantial part of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or the Collateral Agent Arranger hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or Arranger, as applicable."
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of of, or any date for the payment of any interest on or fee with respect to, any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the Applicable Prepayment Fee or the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or release any Guarantor (other than in connection with the definition sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPC or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Weight Watchers International Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or Agent, any Lender in exercising any power or right hereunder or under any other Loan Credit Document and no course of dealing between any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders); provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender; provided that only the consent of the Required Lenders shall be necessary to amend the interest rate described in Section 2.07 or to waive any obligation of the Borrower to pay interest at the interest rate provided for in Section 2.07, (iii) amend or modify the pro rata requirements of Section 2.172.14, the provisions of Section 9.04(k), 9.04 or the provisions of this Section or release any Guarantor (other than in connection with the definition sale of such Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lenderiv)[reserved], or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one (1) or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Loans and the accrued interest and fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (iii) to permit any such additional credit facilities which are term facilities to share ratably with the Loans in the application of prepayments.
(d) In addition, notwithstanding the foregoing, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower 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 Credit Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after notice thereof.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender or Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders and Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph Section 10.08(b) or (bc) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required LendersLenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto with the consent of the Required Lenders (provided that amendments to the Intercreditor Agreement, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement shall require the agreement of the Loan Parties (or any of them) only to the extent required pursuant to the terms thereof); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any fee or any interest on any Term Loan, or waive or excuse any such payment or any part thereofthereof (other than with respect to any default interest), or decrease the amount of any fee or the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver other than with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lendersany default interest), without the prior written consent of each Lender directly adversely affected therebythereby (it being understood that (x) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and (y) any change to the definition of “First Lien Leverage Ratio”, “Senior Secured Leverage Ratio” or “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.172.13(b), Section 2.13(c) or Section 2.14, the provisions of Section 9.04(k), 10.04(j) or the provisions of this Section 10.08 or the definition release all or substantially all of the term “Required Lenders” insofar as Guarantors (other than in connection with the sale of such definition affects Guarantors in a transaction permitted by Section 7.04 or 7.05) or all or substantially all of the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the Collateral rights of Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of the Required Class Lenders with respect to each Lenderadversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j10.04(i) without the written consent of such SPCSPV, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that, with the consent of the Required Lenders (if such consent is otherwise required), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as on the Closing Date), (vii) modify the definition of “Required Class Lenders” without the consent of the Required Class Lenders with respect to each Class of Loans or Commitments, the definition of “Required Revolving Lenders” without the consent of the Required Revolving Lenders or the definition of “Required Term Lenders” without the consent of the Required Term Lenders, (viii) waive a Default for purposes of the conditions set forth in Section 4.01 without the consent of the Required Revolving Lenders or (ix) amend or otherwise modify the financial covenant set forth in Section 7.11, the equity cure rights set forth in Section 8.05 or any definition related thereto (as any such definition is used for purposes of such financial covenant or equity cure right) or waive any Default or Event of Default resulting from a failure to perform or observe the financial covenant set forth in Section 7.11 (including any related Default or Event of Default resulting from a failure to comply with Section 7.11 due to the occurrence of an actual Event of Default with respect to the financial covenant set forth in Section 7.11) or alter the rights or remedies of the Required Lenders arising pursuant to Article 8 as a result of a breach of the financial covenant set forth in Section 7.11, in each case without the written consent of the Required Revolving Lenders; provided, further however, that the amendments, modifications or waivers described in this clause (ix) shall not require the consent of any Lenders other than the Required Revolving Lenders; provided, further, that (w) no Lender consent is required to effect a Refinancing Amendment or an Incremental Amendment or an Extension (except as expressly provided in Section 2.19, 2.20 or 2.21, as applicable) or to effect any amendment expressly contemplated by Section 7.12, (x) in connection with an amendment that addresses solely a re-pricing transaction in which any tranche of Term Loans is refinanced with a replacement tranche of term loans bearing (or is modified in a manner such that the resulting term loans bear) a lower effective yield (a “Permitted Repricing Amendment”), only the consent of each Lender holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or modified Term Loans shall be required for such Permitted Repricing Amendment and (y) modifications to Section 2.14, 2.15 or any other provision requiring pro rata payments or sharing of payments in connection with (I) any buy back of Term Loans by Holdings or the Borrower pursuant to Section 10.04(m) or pursuant to any similar program that may in the future be permitted hereunder, (II) any Incremental Amendment or (III) any Extension, shall only require approval (to the extent any such approval is otherwise required) of the Required Lenders; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent or Issuing Banks hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent or Issuing Banks, as applicable and (2) this Agreement may be amended with the consent of only the Borrower, the Administrative Agent and an additional or replacement Issuing Bank to (i) appoint an additional or replacement Issuing Bank during the primary syndication of the Revolving Loans and (ii) revise provisions relating to administration and funding of Revolving Loans, the Letters of Credit, LC Exposure and the additional or replacement Issuing Bank (and other related provisions) to give effect to reasonable modifications requested by such additional or replacement Issuing Bank, and matters reasonably related or incidental thereto.
(c) The Administrative Agent and the Borrower may amend any Loan Document to cure ambiguities or defects, correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document. Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement, any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement or any other intercreditor or subordination agreement required under this Agreement (i) that is for the purpose of adding the holders of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt or Second Lien Indebtedness (or, in each case, a Senior Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement or such other intercreditor or subordination agreement required under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement, First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement or other intercreditor or subordination agreement required under this Agreement; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 10.08, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
(d) Each Affiliated Lender (other than a Specified Debt Fund), solely in its capacity as a Term Lender, hereby agrees, and each assignment agreement relating to an assignment to such Affiliated Lender shall provide a confirmation that, if any Loan Party shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Laws (“Bankruptcy Proceedings”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent or the Collateral Agent (or the taking of any action by a third party that is supported by the Administrative Agent or the Collateral Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (a “Claim”) (including objecting to any debtor-in-possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Lenders and (ii) with respect to any matter requiring the vote of Term Lenders during the pendency of a Bankruptcy Proceeding (including voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with Section 10.04(l), so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender (other than any Specified Debt Fund) agree and acknowledge that the provisions set forth in this Section 10.08(d), and the related provisions set forth in each assignment agreement relating to an assignment to such Affiliated Lender, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Loan Party has filed for protection under any Debtor Relief Law applicable to the Loan Party.
Appears in 1 contract
Sources: First Lien Credit Agreement (Surgery Partners, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment and as provided in Section 2.14(b) with respect to a Benchmark Transition Event, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Maturity Date, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08 or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments included on the Closing Date),
(vi) release all or substantially all the Collateral or release any material Guarantorall or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; provided, however, that no consent of any Lender shall be required for a release of Collateral pursuant to Section 5.12,
(ivvii) release all effect any waiver, amendment or substantially all modification of any Loan Document that would alter the relative priorities of the Collateral rights of the Secured Parties in the Collateral, or
(viii) amend or modify the definition of “Issuing Bank Sublimit” without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCIssuing Bank; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Nuance Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Credit Extension shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in (w) Section 2.22, (x) the definition of Letter of Credit Increase Event with respect to amendments to Schedule 2.01(b), (y) Section 2.14(b)(ii) or Section 2.13(e) with respect to the implementation of any Conforming Changes and (z) as otherwise expressly set forth in this Section 9.08, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made A) in the case of this Agreement, pursuant to correct typographical errors which shall only require the written an agreement of or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders) except and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Loan Party or Loan Parties that are parties thereto and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders); providedprovided that, however, that no such agreement shall notwithstanding the foregoing:
(i) decrease the written consent of all Lenders shall be required for any waiver, amendment or modification that:
(A) except as expressly permitted herein or in the Collateral Agreement (including Section 9.08(e)), (1) releases all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or (2) releases all or substantially all of the value of the Guarantees (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the value of the Guarantees under the Collateral Agreement (including any release of the Guarantee of a Subsidiary Guarantor in the event all or substantially all the Equity Interests of such Subsidiary Guarantor are sold or otherwise disposed of in a transaction permitted by this Agreement));
(B) except as expressly permitted herein (including Section 7.04(a)) or in the Collateral Agreement, (2) contractually subordinates the Liens of the Administrative Agent under the Security Documents with respect to Borrowing Base Collateral and/or all or substantially all of the Collateral (other than, in each case, in respect of Term Loan Priority Collateral in accordance with the provisions of the Loan Documents as in effect on the date hereof or pursuant to Section 9.17) to the Liens on such Collateral securing any other Indebtedness or (2) contractually subordinates the Obligations hereunder to any other Indebtedness;
(ii) the written consent of each Lender (or Issuing Bank) directly and adversely affected thereby (but not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that:
(A) decreases or forgives the principal amount of, or extend extends the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any LC Disbursement, or extends the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13Letter of Credit beyond the Revolving Termination Date; provided, which waiver in each case shall be effective with that, (1) only the consent of the Required Revolving Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any obligation of the Borrower to pay interest at the Default Rate, in each case, as it relates to Revolving Obligations (except that any increase in such Default Rate in excess of 2.00% shall also require the consent of the Required Revolving Lenders, the Required FILO A Lenders and the Required FILO B Lenders), without (2) only the prior written consent of each Lender affected thereby, the Required FILO A Lenders shall be necessary to (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iiix) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required LendersDefault Rate” insofar as such definition affects the substance of this Section, or release (y) waive any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all obligation of the Collateral without Borrower to pay interest at the prior written consent Default Rate, in each case, as it relates to FILO A Obligations (except that any increase in such Default Rate in excess of each Lender, or (v) modify 2.00% shall also require the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Required FILO A Lenders, the Required Revolving Lenders and the Required FILO B Lenders) and (3) only the consent of the Required FILO B Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any obligation of the Collateral Agent.Borrower to pay interest at the Default Rate, in each case, as it relates to FILO B Obligations (except that any increase in such Default Rate in excess of 2.00% shall also require the consent of the Required FILO B Lenders, the Required Revolving Lenders and the Required FILO A Lenders);
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest (other than default interest) on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment of any Lender without the prior written consent of such Lender or decrease or extend the date for payment of any Fees of any Lender Agent without the prior written consent of such LenderAgent, (iii) amend or modify the pro rata requirements of Section 2.172.17 (other than in connection with loan buy-back offers that are made to all Lenders on a pro rata basis, in which case payments and Commitment reductions with respect to tendering Lenders will be permitted on terms acceptable to the Borrowers, Holdings and the Required Lenders) and Section 2.18, the provisions of Section 9.04(k), 9.04(h) or the provisions of this Section 9.08 or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without or the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties value of the Administrative Agent or guaranties provided by the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.Guarantors
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Revolver Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender directly and adversely affected thereby; provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i), (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the rate of interest for purposes of this clause (i) and (z) that waiver or reduction of a post-default increase in interest rates shall be effective with the consent of the Required Lenders (and except for shall not require the consent of each directly and adversely affected Lender),
(ii) increase the Revolver Commitment of any waiver Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments under Section 2.13or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase or extension of maturity); provided, which waiver that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (iii) and (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in each case the Unused Line Fees for purposes of this clause (iii),
(iv) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.04 and 9.08(d)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions 2.18(b) or (c) of this Section or Agreement in a manner that would by its terms alter the definition pro rata sharing of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantorpayments required thereby, without the prior written consent of each Lender,
(v) amend or modify the provisions of Section 7.02, Sections 9.08(a), (ivb) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any Revolver Commitment Increase, Extended Revolver Commitments (and the related credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein,
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto, or
(ix) amend the definition of “Alternative LC Currency” without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Revolver Commitments of such Lender may not be increased or extended without the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, replacement or modification of all of the Revolving Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of any Replacement Revolver Facility are, as of the date of incurrence of such Replacement Revolver Facility, not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Revolver Facility than those applicable to the Replaced Revolver Facility (other than any covenants or other provisions applicable only to periods after the Revolver Termination Date) and (iii) any Lender or, with the consent of the Borrowers and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Revolver Loans or Revolver Commitment to such person, the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender (which consent shall not be unreasonably withheld), any additional bank, financial institution or other entity may provide such Replacement Revolver Facility.
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document, (i) the Borrowers and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrowers and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f) or 9.08(d), (ii) if the Administrative Agent and the Borrowers have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Parent, Holdings or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision provisions of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Pledgor in any case shall entitle the Borrower such Pledgor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an a written agreement or agreements in writing entered into by between the Borrower Collateral Agent and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, Pledgor or extend the maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver Pledgors with respect to mandatory prepayments under which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 2.13, which waiver in each case shall be effective with the consent 9.02 of the Required Lenders), without Credit Agreement. Each Pledgor acknowledges that the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all rights and responsibilities of the Collateral without Agent under this Agreement with respect to any action taken by the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Collateral Agent or the exercise or non-exercise by the Collateral Agent hereunder of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and such Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any other Loan Document without the prior written consent of the Administrative Agent obligation, or the Collateral Agententitlement, to make any inquiry respecting such authority.
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Sources: Credit Agreement (Kansas City Southern Industries Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent Fronting Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent Fronting Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any Guarantor in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be changed, waived, amended discharged or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement terminated unless such change, waiver, discharge or agreements termination is in writing entered into signed by the Borrower respective Loan Parties party thereto and the Required Lenders; provided, however, provided that no such agreement shall change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) decrease extend the principal amount of, final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or date for reduce the rate or extend the time of payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and except (y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent purposes of the Required Lendersthis clause (i)), without or reduce the prior written consent of each Lender affected therebyprincipal amount thereof (except to the extent repaid in cash), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without (except as expressly provided in the prior written Loan Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 9.08, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of each Lenderthe Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans, the Revolving Loan Commitments and the Growth Capital Commitments are included on the Closing Date) or (v) modify the protections afforded to an SPC pursuant consent to the provisions assignment or transfer by the Borrower of Section 9.04(jany of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (u) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (v) without the written consent of such SPC; providedthe Swingline Lender or, further that no such agreement shall in the case of Letters of Credit, the respective Fronting Bank, amend, modify or otherwise affect waive any provision of Section 2.01(d) or 2.20, respectively, or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Article VIII as same applies to such Agent or any other provision as same relates to the rights or duties obligations of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document such Agent, (x) without the prior written consent of the Administrative Agent Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans, the Revolving Loan Commitments and the Growth Capital Commitments are included on the Closing Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 2.11 or 2.12 (excluding Section 2.11(a)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Closing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans) in the various prepayments or repayments required pursuant to Sections 2.11 and 2.12 (excluding Section 2.11(a)) and any section providing scheduled installments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend any Installment Date or the installment otherwise due on such date applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans, the Revolving Loan Commitments and the Growth Capital Commitments are included on the Closing Date); and provided further that amendments may be made to the Loan Documents to effect technical or administrative changes required as a result of the IPO Reorganization with the consent of the Agents.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount ofdue on, or extend the maturity of of, any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or release any Guarantor (other than in connection with the definition sale of such Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the Collateral rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderadversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Incremental Revolving Loan Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified (other than amendments made from time to correct typographical errors which shall only require time except, in the written agreement case of the Borrower this Credit and the Administrative Agent) except Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease increase any Tranche Commitment or Commitment of any Lender or postpone the scheduled date of maturity beyond the Maturity Date, in each case, without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender);
(ii) reduce the principal amount ofof any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.05); or reduce any Fees payable hereunder, or extend change the maturity form or currency of or date for the payment of any interest on Secured Obligation, without the written consent of each Lender directly affected thereby;
(iii) (A) change the scheduled final maturity of any Term Loan, or waive any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (B) postpone the date of payment of any Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.05 or any part thereofmandatory prepayment pursuant to Section 2.07(b)), or decrease the rate of interest on in any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)case, without the prior written consent of each Lender directly affected thereby, ;
(iiiv) increase permit the assignment or extend delegation by the Term Loan Commitment or decrease or extend the date for payment Borrower of any Fees of its rights or obligations under any Lender Loan Document, without the prior written consent of such each Lender, ;
(iiiv) amend release all or modify a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata requirements allocation among the Lenders, without the written consent of Section 2.17, the provisions of Section 9.04(k), the provisions each Lender directly affected thereby;
(vii) change any provision of this Section or 9.07(b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in the definition of the term “Required Lenders” insofar as such definition affects or any provision of any Loan Document (including this Section 9.07(b)) specifying the substance number or percentage of this SectionLenders required to waive, amend, or release modify any material Guarantorrights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) release all change or substantially all waive any provision of Article VIII as the Collateral without the prior written consent of each Lendersame applies to any Agent, or (v) modify any other provision hereof as the protections afforded to an SPC pursuant same applies to the provisions rights or obligations of Section 9.04(j) any Agent, in each case, without the written consent of such SPCAgent; providedor
(x) change or waive any obligation of the Lenders relating to the making of any Loan, further that no without the written consent of such agreement shall amendLenders. Notwithstanding anything to the contrary in this Credit and Security Agreement or in any other Loan Document, modify or otherwise affect the rights or duties of the Administrative Agent may amend this Credit and Security Agreement or the Collateral Agent hereunder or under any other Loan Document without to cure any defect or inconsistency or to correct clerical errors or omissions, or to effect clerical changes that are not adverse to the prior written consent of Borrower, the Manager or the Lenders, which amendment shall be effective on the date on which the Administrative Agent or provides notice to Borrower and the Collateral AgentLenders of such amendment.
Appears in 1 contract
Sources: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers, the Administrative Agent and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Agent party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.04(c); provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section interest on any Loan or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, any L/C Disbursement or release any material GuarantorFees is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) release all or substantially all amend the provisions of Section 3.02 of the Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender, or Lender adversely affected thereby,
(v) amend or modify the protections afforded provisions of this Section 10.08 or the definition of the terms “Required Lenders,” “Required Revolving Facility Lenders,” “Requisite Cure Acceptance Lenders,” “Super-required Lenders” or any other provision of this Agreement specifying the number or percentage of Lenders required to an SPC waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral, release any Guarantor from its Guarantee under Article IX (except for releases contemplated under Section 10.18) or modify Section 10.23 to release any Borrower from its obligations set forth therein, without, in each case, the prior written consent of each Lender,
(vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, without the consent of the Required Lenders (measured for this purpose only by reference to the adversely affected Facility) (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed), or
(viii) amend or modify the provisions of Section 9.04(j) 1.05 or the definition of “Alternative Currency” without the prior written consent of such SPC; each Revolving Facility Lender. provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative either Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of such Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any Assignee of such Lender.
(c) Without the consent of the Syndication Agent, the Documentation Agent or any Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent or the and/or Collateral Agent, as applicable, may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the Mariner Transactions or any granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
Appears in 1 contract
Sources: Credit Agreement (Mariner, LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender, any Swing Line Bank or any Lender Fronting Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders, the Swing Line Bank and the Lenders Fronting Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers in any case shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required LendersLenders (and the Initial Fronting Bank and Swing Line Bank with respect to any amendment to the provisions of Section 2.21); provided, however, that no such agreement shall (i) decrease change the principal amount of, or extend the maturity of or any date for the scheduled payment of any principal of or interest on on, any Term Loan, or extend the stated maturity of any Letter of Credit beyond the date that is five Business Days prior to the Termination Date or waive or excuse any such scheduled payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected therebythereby (including a Defaulting Lender, if applicable), (ii) increase or extend change the Term Loan Commitment or decrease or extend the any date for the payment of any the Facility Fees or L/C Participation Fees of any Lender without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.14, the provisions of this Section 9.08 or the definition of the term “Termination Date” or “Required Lenders,” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, except that (ivA) release all or substantially all with the consent of the Collateral without the prior written consent of each LenderRequired Lenders, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j2.14, this Section and the definition of “Required Lenders” may be amended to include any new class of commitments or extensions of credit thereunder created under this Agreement (or to include lenders extending such credit) without on substantially the written same basis as corresponding references relating to existing commitments and extensions of credit, (B) the Borrowers may request that Lenders agree to extend the Termination Date (or other maturity date of their commitments or extensions of credit hereunder) and, if less than all Lenders consent to any such extension, the provisions of this Agreement (including Section 2.14 and this Section) may be amended with the consent of the Required Lenders to establish separate classes of commitments and extensions of credit thereunder (and of Lenders extending such SPCcredit) and (C) in the event any such new class or separate class of commitments or extensions or credit thereunder are established as provided in clause (A) or (B) above, then, with the consent of the Required Lenders, the provisions of Section 2.14 may be amended to provide for borrowings, commitment reductions, borrowing conversions and payments to be made ratably by class and this Section may be amended to provide for amendments that affect only one class of commitments and extensions of credit thereunder to be approved only by requisite lenders of such class; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, any Swing Line Bank or any Fronting Bank, as the Collateral Agent case may be, hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, Swing Line Bank or Fronting Bank, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08, and any consent by any Lender pursuant to this Section 9.08 shall bind any person subsequently acquiring a Loan from it.
(c) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, supplement, waiver or consent hereunder or otherwise give any direction to the Administrative Agent (except as provided in Section 2.21(b) and Section 9.08(b)); (ii) the Administrative Agent may, with the consent of Weyerhaeuser only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received, at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; and (iii) any agreement of the Required Lenders to forbear (and/or direction to the Administrative Agent to forbear) from exercising any of their rights and remedies upon a Default or Event of Default shall be effective without the consent of the Administrative Agent or any other Lender.
(d) In addition, notwithstanding the Collateral Agentforegoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Weyerhaeuser (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; provided that, no Lender shall be obligated to commit to or hold any part of such credit facilities.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Weyerhaeuser Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Sections 2.08(b), 2.22, 2.23 and 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend or waive any scheduled amortization payment or the final scheduled maturity of or date for the payment of any interest on on, any Term Loan, or waive or excuse forgive any such payment or any part thereof, or or, subject to Section 2.08(b), decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood that any change to the component definitions of “Total Net Leverage Ratio” or “Senior Secured Net Leverage Ratio” affecting the determination of interest (including, without limitation, pursuant to the definition of “Applicable Percentage”) and the waiver of any Default, Event of Default or default interest shall only require the consent of the Borrower and the Required Lenders), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(k)2.18, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section 9.08 (except as set forth below) or the definition release all or substantially all of the term “Required Lenders” insofar value of the guarantees provided by the Guarantors or all or substantially all of the Collateral (except as such definition affects permitted under Section 6.04 and the substance of this Section, or release any material GuarantorGuarantee and Collateral Agreement), without the prior written consent of each Lender, (iv) release all waive or substantially all amend this Section 9.08(b), or (v) amend or modify the provisions of Section 9.04 or the definition or “Eligible Assignee” in any manner that limits or restricts the ability of any Lender to assign its interests hereunder without the prior written consent of such Lender, (vi) reduce the percentage contained in the definition of the Collateral term “Required Lenders” without the prior written consent of each LenderLender (it being understood that with the consent of the Required Lenders, or (v) modify the protections afforded to an SPC additional term loans pursuant to this Agreement may be included in the provisions determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Term Loans on the date hereof and this Section 9.04(j) without the written consent of 9.08 may be amended to reflect such SPCterm loans); provided, further further, that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Agent, hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, or the Collateral Agent, as the case may be, or amend Section 2.08 without the prior written consent of the Administrative Agent and (x) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Term Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding the foregoing, in addition to any term loans and related Incremental Amendments effectuated without the consent of Lenders in accordance with Section 2.22 and any term loans and related Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.24, this Agreement (including this Section 9.08 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the term loans from time to time outstanding thereunder 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 Term Loans and the accrued interest and Administration Fees in respect thereof, (ii) to include appropriately the Lenders holding such term loan facilities in any determination of the Required Lenders and other definitions related to such new term loan facilities and (iii) to provide customary class protection for any additional term loan facilities.
(d) Notwithstanding anything to the contrary in Section 9.08(b), the Administrative Agent and the Borrower may amend any Loan Document (1) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, (2) to make modifications contemplated by Section 2.22, Section 2.23 or Section 2.24 pursuant to an Incremental Amendment, an Extension Amendment or a Refinancing Amendment, respectively, (3) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (4) to comply with applicable local law or advice of local counsel in respect of a Security Document or (5) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendments shall become effective without any further consent of any other party to such Loan Document
(e) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Term Loans and Term Loan Commitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in Section 2.14(b), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent, as applicable, and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby, ; provided that (ii1) increase neither (A) any amendment to the Financial Covenant definitions in this Agreement (or extend defined terms used in the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iiiFinancial Covenants in this Agreement) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (vB) modify the protections afforded to an SPC any amendment entered into pursuant to the provisions terms of Section 9.04(j2.14(b) without the written consent of such SPC; providedshall, further that no such agreement shall amend, modify or otherwise affect the rights or duties in either case of the Administrative Agent or foregoing clauses (A) and (B) constitute a reduction in the Collateral Agent hereunder or under any other Loan Document without the prior written consent rate of interest for purposes of this clause (i) and (2) waiver of the Administrative Agent or imposition of the Collateral Agent.default rate of IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" "" IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""
Appears in 1 contract
Sources: Credit Agreement (Fathom Digital Manufacturing Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the terms of the Intercreditor Agreement, neither this Agreement nor the other Loan Documents (other than the Fee Letter) nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or Administrative Agent on behalf of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on or any Term fees (including any prepayment fee or premium) payable with respect to any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or any Term Loan fees (except in connection with the waiver of applicability of including any post-default increase in interest rates and except for any waiver prepayment fee or premium) payable with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Revolving Credit Facility Commitment (if any) or decrease or extend the date for payment of any Fees fees (including any prepayment fee or premium) of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(i) or the provisions of this Section or the definition release all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance of this Section, Guarantees or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender (other than in connection with a transaction permitted by Section 6.05 or as provided in the Intercreditor Agreement), (iv) [reserved], (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender, (vi) impose any additional restriction on any Lender's ability to assign any of its rights or obligations without the prior written consent of such Lender, or (vvii) modify subordinate (x) payment of any of the protections afforded Obligations to an SPC pursuant any other Indebtedness, or (y) the Lien created under the Loan Documents in respect of the Obligations to any Lien in respect of any other Indebtedness, in the provisions case of Section 9.04(jeach of subclauses (vii)(x) and (vii)(y), without the prior written consent of such SPCeach Lender; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. The terms and provisions of the Fee Letter may not be waived, amended or modified without the written consent of Administrative Agent and Borrower (but any such waiver, amendment or modification shall not require the written consent of any of the Lenders).
(c) Notwithstanding anything in clause (b) or otherwise herein to the contrary, (i) any amendment or modification that would extend the final maturity date of the Loans of any Lender, in each case, with such Lender’s prior written consent, and increase the rate of interest and fees payable on the Loans of such Lender shall not require the prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Loans on a pro rata basis based on the aggregate principal amount of such Loans then outstanding pursuant to procedures approved by the Administrative Agent, and (ii) the payment in full of any Loans on the applicable final maturity date of such Loans and the payment of interest and fees made on account of the Revolving Credit Facility Commitments and/or Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17.
(d) The Administrative Agent and the Borrower may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or (ii) to effect any Conforming Amendment (as defined in the Intercreditor Agreement) in respect of a Subject Term Loan Amendment. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made except, in the case of this Agreement, pursuant to correct typographical errors which shall only require the written an agreement of the or agreements in writing entered into by Borrower and the Administrative Agent) except Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; providedprovided that, however, that no such agreement shall (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, Loan or waive LC Disbursement or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon, or reduce any Term Loan Fees payable hereunder, without the written consent of each Lender affected thereby (except in connection with the any waiver of the applicability of any post-default increase in interest rates and except for rates); (iii) postpone the maturity of any waiver with respect to mandatory prepayments Loan, or any scheduled date of payment of or installment otherwise due on the principal amount of any Term Loan under Section 2.132.09, which waiver in each case shall be effective with or the consent required date of reimbursement of any LC Disbursement, or any date for the Required Lenders)payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender affected thereby, ; (iiiv) increase change Section 2.14(b) or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iiic) amend or modify in a manner that would alter the pro rata requirements sharing of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section payments or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, set-offs required thereby without the prior written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02(b)) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) except as otherwise expressly permitted under this Agreement, (ivA) release Holdings, Parent, Cayman III, any of the LuxCos and WH Capital from their respective Guarantees or limit its liability in respect of such Guarantee or (B) release all or substantially all of the Subsidiary Guarantors from their Guarantees, or limit the liability of all or substantially all of the Subsidiary Guarantors in respect of their Guarantees, in each case without the written consent of each Lender; (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the prior written consent of each Lender, ; or (vviii) modify the protections afforded to an SPC pursuant to the change any provisions of Section 9.04(j) any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class without the written consent of such SPCLenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; providedprovided further that, further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, or the Collateral Agent hereunder or under any other Loan Document Issuing Bank without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, or the Issuing Bank, as the case may be; and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(c) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by Section 11.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace one or more of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowunder Section 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require except, in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Administrative Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease increase the Dollar amount of the Commitment of any Lender without the written consent of such Lender or increase the Commitments of all Lenders without the consent of each Lender, (ii) reduce or forgive the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, Loan or waive LC Disbursement or excuse any such payment or any part thereof, or decrease reduce the rate of interest on any Term Loan thereon (except in connection with other than to waive default interest under Section 2.06(c) to the extent a waiver of applicability the underlying default giving rise to such default interest does not require a vote of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required all Lenders), or reduce or forgive any Fees payable hereunder, without the prior written consent of each Lender affected thereby, (iiiii) increase postpone the maturity of any Loan, or extend the Term Loan Commitment required date of reimbursement of any LC Disbursement, or decrease or extend the any date for the payment of any Fees interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Lender Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Final Maturity Date, without the prior written consent of such Lendereach Lender affected thereby, (iiiiv) amend change Section 2.14(b) or modify (c) in a manner that would alter the pro rata requirements sharing of Section 2.17, payments or set-offs required thereby or amend the provisions definitions of Section 9.04(k), the provisions of this Section “Pro Rata Percentage” or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material GuarantorDefault Allocation Percentage”, without the prior written consent of each Lender, (ivv) change the percentage set forth in the definitions of “Supermajority Lenders” and “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release Holdings or any other Guarantor from its Guarantee (except as expressly provided in Article VII or in connection with a transaction permitted under Section 6.05), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the prior written consent of each Lender, or (vviii) modify the protections afforded to an SPC pursuant to the change any provisions of Section 9.04(j) any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class or (ix) (1) decrease the amount of Excess Availability referred to in the definition of the term “Permitted Acquisition” and Sections 6.06(e), 6.06(g), 6.08, 9.01(e) and 9.01(h), (2) amend or modify the definitions of “Borrowing Base,” “Incorporated Borrowing Base,” “Borrowing Base Limitation Amount,” “Estimated Solvency Amount,” or any other defined term used within such SPCdefinitions the amendment or modification of which results in more credit being made available or (3) amend or modify Section 10.10 (including any amendment or modification to clauses (b)(i), (ii) and (iii) of such Section), in each case without the written consent of Supermajority Lenders; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Collateral Agent hereunder or under any other Loan Document Swingline Lender without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Administrative Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank, the Collateral Agent and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the proviso to the first sentence of this Section 10.02(b).
(c) If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), the consent of the Supermajority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such Lender, a “Non-Consenting Lender”), then the Administrative Borrower shall have the right to replace all, but not less than all, of such Non-Consenting Lender or Lenders (so long as all Non-Consenting Lenders are so replaced) with one or more Persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that the Borrowers shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to paragraph (iii) of Section 11.02(b); provided further that each replaced Lender receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Amended Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers in any case shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither None of this Agreement nor Amended Agreement, the other Loan Documents and any provision hereof or thereof may be waived, amended or modified (and no consent to the departure by the Borrowers or any other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) Secured Party therefrom may be effective), except pursuant to an agreement or agreements in writing entered into (or consented to in writing) by the Borrower Borrowers and the Required Lenders; provided, howeverthat, that no such agreement shall (i) decrease the principal amount of, of or extend the maturity of or date for the payment of any interest on any Term LoanLoan or of the reimbursement of a Letter of Credit Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver or a Letter of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Credit Disbursement, without the prior written consent of each Lender affected thereby, (ii) increase change or extend the Term Loan Commitment Commitments or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of except as contemplated by Section 2.17, the provisions of Section 9.04(k2.10(e), increase the provisions of this Section or the definition aggregate Commitments of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, Lenders without the prior written consent of each Lender, (iv) amend or modify the provisions of Section 2.17 or 9.04(a)(i), the provisions of this Section, the definition of the term "Required Lenders," release at one time or serially in the aggregate all or substantially all of the Collateral Guarantors or all or substantially all the Collateral, without the prior written consent of each Lender, or ; and (v) modify reduce the protections afforded to an SPC pursuant to amount or extend the provisions of payment date for any mandatory prepayment required by Section 9.04(j) without the written consent of such SPC; 2.12 provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Swingline Lender (in its capacity as such) or the Collateral Agent Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, the Swingline Lender or the Collateral Issuing Bank, as applicable. Notwithstanding the foregoing, upon the execution and delivery of all documentation required by Section 2.10(e) to be delivered in connection with an increase to the Aggregate Commitment, the Administrative Agent, the Borrowers and the new or existing Lenders whose Revolving Credit Commitments have been affected may and shall enter into an amendment hereof (which shall be binding on all parties hereto) solely for the purpose of reflecting any new Lenders and their new Revolving Credit Commitments and any increase in the Revolving Credit Commitment of any existing Lender. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 9.08 regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section 9.08 shall bind any person subsequently acquiring any Obligation.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby, ,
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Second Restatement Effective Date),
(vi) release all or substantially all the Collateral or release any material Guarantorof the Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement or such Subsidiary Loan Party is designated as an Unrestricted Subsidiary in accordance with the provisions of this Agreement, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Syndication Agent or the Joint Lead Arrangers or any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of or any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i), (ii) increase or extend the Term Loan Commitment of any Lender or decrease or extend the date for payment of any the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) extend or waive the Revolving Maturity Date, the Term Loan Maturity Date or any Term Loan Installment Date (but excluding the Early Maturity Date) or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of each Lender adversely affected thereby, (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, or the last sentence of Section 2.08(c) in a manner that would alter the pro rata sharing of commitment reductions required thereby, in each case, without the prior written consent of each Lender adversely affected thereby, (v) amend or modify the provisions of this Section or the definition of the term “"Required Lenders” insofar as such definition affects ", "Majority Lenders" or any other provision hereof specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each LenderLender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Restatement Date), (ivvi) release all or substantially all of the Collateral or release any material Subsidiary Loan Party from its Guarantee under the Subsidiary Guaranty and Security Agreement unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each LenderLender adversely affected thereby, (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights of Lenders participating in any Facility in respect of payments or collateral differently from the rights of Lenders participating in other Facilities in respect of payments or collateral, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed in a manner that is subject to this clause (vii)) or (vviii) modify change the protections afforded to an SPC pursuant to relative rights in respect of payments or collateral of the provisions of Section 9.04(j) Lenders participating in different Facilities without the written consent of such SPCthe Majority Lenders participating in each adversely affected Facility; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent an Agent, an Issuing Bank or the Collateral Agent a Swingline Lender hereunder or under any other Loan Document without the prior written consent of such Agent, Issuing Bank or Swingline Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.09 and any consent by any Lender pursuant to this Section 9.09 shall bind any assignee of such Lender.
(c) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to each relevant Loan Document (x) to add one or more additional credit facilities to this Agreement and to permit the Collateral Agentextensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the "Additional Extensions of Credit") to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, Incremental Term Loans and Revolving Loans and the accrued interest and fees in respect thereof, and any Additional Extensions of Credit that do not constitute an increase in the Revolving Facility may share ratably in the application of mandatory prepayments with other Term Loans and Incremental Term Loans and with preference to Revolving Loans and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Majority Lenders, Lenders and Revolving Facility Lenders.
Appears in 1 contract
Sources: Credit Agreement (Universal City Development Partners LTD)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.. 68
(b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, each other affected Loan Party and the Required LendersLenders (except, in the case of the Parent Guaranty, as otherwise provided in Section 11 thereof); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender affected thereby, (ii) increase or extend change the Term Loan Commitment or decrease or extend the date for payment of any Fees Facility Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(k), the provisions provi- sions of this Section or the definition of the term “"Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor", without the prior written consent of each Lender, Lender or (iv) release all or substantially all otherwise limit or modify the obligations of any Guarantor (except as provided in the Subsidiary Guaranty or the Affiliate Guaranty) or release any of the Collateral collateral securing the Obligations (except as provided in the Security Agreement) in each case without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent. Each Lender and each holder of a Loan shall be bound by any waiver, amendment or the Collateral Agentmodification authorized by this Section, and any consent by any Lender or holder of a Loan pursuant to this Section shall bind any Person subsequently acquiring a Loan from it.
Appears in 1 contract
Sources: Revolving Credit and Letter of Credit Facility Agreement (Metris Companies Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Subject to the Intercreditor Agreement, neither the Loan Documents nor any provision hereof thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and acknowledged by the Administrative Agent (it being understood that, notwithstanding the foregoing, amendments, modifications and waivers to the Intercreditor Agreement shall only require the consent of Borrower or any other Loan Party to the extent set forth therein); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or extend any scheduled principal payment (but not prepayment) date or date for the payment of any interest on or any Term fees payable with respect to any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or reduce any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver fees payable with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition Superpriority Claim status of the term “Required Lenders” insofar as such definition affects Lenders under the substance of this Section, DIP Orders or release under any material Guarantor, other Loan Documents without the prior written consent of each Lender, (iv) release all amend or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent provisions of the Administrative Agent or the Collateral Agent.this
Appears in 1 contract
Sources: Superpriority Secured Debtor in Possession Term Loan Agreement (RCS Capital Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with or reduce the waiver of applicability amount of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)fee payable hereunder, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of fees or any other amount due and payable hereunder to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(k)2.18, the provisions of Section 9.04(j) or the provisions of this Section 9.08 or the definition release all or substantially all of the term “Required Lenders” insofar as value of the Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such definition affects Subsidiary Guarantor in a transaction permitted by Section 6.04) or all or substantially all of the substance DIP Collateral (or subordinate the Liens in favor of this Section, the Collateral Agent on all or release any material Guarantorsubstantially all of the DIP Collateral), without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender[reserved], or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPC, (vi) [reserved], (vi) reduce the percentage contained in the definition of the term “Required Lenders,” or impose additional restrictions on the ability of the Lenders to assign their rights and obligations under the Loan Documents, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof), (vii) amend the definition of “Financing Commitment Party” or “Required Financing Commitment Parties” without the prior written consent of each Financing Commitment Party, (viii) amend the definition of “Backstop Commitment Party” without the prior written consent of each Backstop Commitment Party or (ix) reduce the number or percentage of the Lenders required to consent, approve or otherwise take any action under the Loan Documents without the prior written consent of each Lender affected thereby; provided, further further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent; and (B) the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents, without the consent of any Lender, in order to (x) cure an obvious error or any error or omission of a technical or immaterial nature or (y) cause any other Loan Documents to be consistent with this Agreement.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(ba) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for (other than as expressly contemplated in clause (b) of the payment definition of any interest on any Term Loan, or waive or excuse any such payment or any part thereof“Revolving Facility Maturity Date”), or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c); provided that any amendment to the “Borrowing Base,” “Excess Availability” and related definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i);
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such each Lender directly affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, );
(iii) amend extend any date on which payment of interest on any Loan or modify any L/C Disbursement or any Fees is due, without the pro rata requirements prior written consent of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or each Lender adversely affected thereby;
(iv) change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrower would be increased (provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the prior written consent of any Lenders), in each case without the prior written consent of the Super Majority Lenders;
(v) amend or modify the provisions of this Section 10.08 or the definition of the terms, “Required Lenders,” insofar “Super Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders and Super Majority Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Closing Date);
(vi) release all or substantially all the Collateral or release any material Guarantorof Holdings, the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the applicable Security Document, unless, in each case, any assets or Equity Interests are sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, (iv) release all or substantially all except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Required Lenders pursuant to Section 363(k), Section 1129(b)(2)(A)(ii) or otherwise under the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Loan Documents (in which case only the consent of the Required Lenders will be needed for such release); or
(vii) change the order of application of proceeds of Collateral set forth in Section 2.18(b) or modify the ratable sharing or payments required thereby without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCLender directly adversely affected thereby; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Co-Collateral Agent or an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, the Co-Collateral Agent or such Issuing Bank, as applicable, acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any assignee of such Lender.
(b) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(c) Notwithstanding the foregoing (but without limiting the rights of the Lenders and the Agents under the provisos to the preceding clause (b)), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Revolving Facility Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders or the Super Majority Lenders.
(d) [Reserved].
(e) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (1) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (2) the date on which payment of interest on any Loan or any L/C Disbursement or any fees is due may not be extended without the prior written consent of such Lender, to the extent such Lender is adversely affected thereby, and (3) this Section 10.08 may not be amended or modified without the prior written consent of such Lender to the extent such Lender is adversely affected thereby.
(f) The Administrative Agent and Collateral Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Verso Paper Holdings LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrower, Holdings or Polo Holdings in any case shall entitle the Borrower Borrower, Holdings or Polo Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings, Polo Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan any Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or the definition release all or substantially all of the term “Required Lenders” insofar value of the Guarantees of the Guarantors under the Guarantee and Collateral Agreement or all or substantially all of the Collateral (except as such definition affects provided in the substance of this Section, or release any material GuarantorFirst Lien Intercreditor Agreement), without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the Collateral rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderadversely affected Class, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Initial Term Loan Commitments and Delayed Draw Term Loan Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Disbursement, or extend the waiver of applicability stated expiration of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with Letter of Credit beyond the consent of the Required Lenders)Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, ; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Term Loan Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k)2.18(b) or (c) or 2.10(d) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of this Section 9.08 or the definition of the term terms “Required Lenders” insofar or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as such definition affects the substance of this Section, Loans and Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral or release any material Guarantorall or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(ivvii) release all effect any waiver, amendment or substantially all modification of any Loan Document that would alter the relative priorities of the Collateral rights of the Secured Parties in the Collateral, without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCSecured Party; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Agentor additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender Purchaser in exercising any power or right hereunder or under any other Loan Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Purchasers hereunder and under the other Loan Transaction Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Transaction Document or consent to any departure by the Borrower Issuer or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Issuer in any case shall entitle the Borrower Issuer to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Issuer and the Required LendersPurchasers (or the Administrative Agent acting at the written direction of the Required Purchasers); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanNote, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Note, without the prior written consent of each Lender Purchaser directly adversely affected therebythereby (other than any waiver of any increase in the interest rate applicable to the Notes as a result of the occurrence of a Default or an Event of Default), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees of any Lender Purchaser without the prior written consent of such LenderPurchaser, (iii) amend or modify the pro rata requirements of Section 2.172.11, the provisions of Section 9.04(k), 10.04(j) or the provisions of this Section or release any Subsidiary Guarantor (other than in connection with the definition sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each LenderPurchaser, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j10.04(i) without the written consent of such SPCSPC or (vi) reduce the percentage contained in the definition of the term “Required Purchasers” without the prior written consent of each Purchaser (it being understood that with the consent of the Required Purchasers, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Purchasers on substantially the same basis as the Commitments on the date hereof); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Transaction Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made except, in the case of this Agreement, pursuant to correct typographical errors which shall only require the written an agreement of the or agreements in writing entered into by Borrower and the Administrative Agent) except Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; providedprovided that, however, that no such agreement shall (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, Loan or waive LC Disbursement or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon, or reduce any Term Loan Fees payable hereunder, without the written consent of each Lender affected thereby (except in connection with the any waiver of the applicability of any post-default increase in interest rates and except for rates); (iii) postpone the maturity of any waiver with respect to mandatory prepayments Loan, or any scheduled date of payment of or installment otherwise due on the principal amount of any Term Loan under Section 2.132.09, which waiver in each case shall be effective with or the consent required date of reimbursement of any LC Disbursement, or any date for the Required Lenders)payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender affected thereby, ; (iiiv) increase change Section 2.14(b) or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iiic) amend or modify in a manner that would alter the pro rata requirements sharing of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section payments or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, set-offs required thereby without the prior written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02(b)) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) except as otherwise expressly permitted under this Agreement, (ivA) release Holdings, Parent or any of the LuxCos from its Guarantee or limit its liability in respect of such Guarantee or (B) release all or substantially all of the Subsidiary Guarantors from their Guarantees, or limit the liability of all or substantially all of the Subsidiary Guarantors in respect of their Guarantees, in each case without the written consent of each Lender; (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the prior written consent of each Lender, ; or (vviii) modify the protections afforded to an SPC pursuant to the change any provisions of Section 9.04(j) any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class without the written consent of such SPCLenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; providedprovided further that, further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, or the Collateral Agent hereunder or under any other Loan Document Issuing Bank without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, or the Issuing Bank, as the case may be; and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(c) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by Section 11.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace one or more of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to Section 11.02(b).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, the Collateral Agent any L/C Issuer or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by ▇▇▇▇▇▇, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Parent, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the L/C Issuer may have had notice or knowledge of such Default or Event of Default at the time.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) as provided in Sections 2.22, 2.23, 2.25 and 6.13, (y) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by Parent, the Borrower and the Administrative Agent (and consented to by the Required Lenders or, in the case of a waiver, amendment or modification of the Financial Performance Covenant, the Required Covenant Lenders) and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with or any L/C Obligation, extend the waiver of applicability stated expiration of any post-default increase Letter of Credit beyond the Revolving Facility Maturity Date or reduce the premium payable in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent event of the Required Lenders)a Repricing Transaction, without the prior written consent of each Lender directly adversely affected thereby; provided, that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) (x) increase the amount of or extend the Term Loan maturity date of the Commitment or decrease or extend the date for payment of any Lender or (y) decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, in the case of clause (y), such consent of such Lender shall be the only consent required hereunder to make such modification) (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitments of any Lender, ),
(iii) extend or waive any Term Loan Installment Date, reduce the amount due on any Term Loan Installment Date, or extend any date on which payment of interest on any Loan or any L/C Obligation or any Fees is due, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(iv) amend Section 7.02, Section 2.09(b) (to the extent requiring any reduction of the Revolving Facility Commitments to be applied ratably among the Lenders) or Section 2.19(b) or (c) without the prior written consent of each Lender adversely affected thereby,
(v) reduce the voting rights of any Lender under this Section 9.08 or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the pro rata requirements prior written consent of Section 2.17such Lender (it being understood that, with the provisions consent of Section 9.04(kthe Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the value of the guarantees by the Subsidiary Loan Parties under the Guarantee Agreements, unless, in each case, to the provisions extent sold or otherwise disposed of in a transaction permitted by this Section Agreement or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantorother Loan Documents, without the prior written consent of each Lender, ;
(ivvii) release all or substantially all of the Collateral amend Section 1.05 without the prior written consent of each LenderRevolving Facility Lender and each L/C Issuer;
(viii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Required Class Lenders participating in the adversely affected Facility (vit being agreed that the Required Lenders may waive, in whole or in part, any prepayment required by Section 2.12 so long as the application of any prepayment still required to be made is not changed);
(i) amend, waive or otherwise modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j6.10 and any defined term as used therein (but not as used anywhere else in the Loan Documents) or any other provision of the Loan Documents incorporating Section 6.10 with respect to the effects thereof, (ii) waive or consent to any Default or Event of Default resulting from a breach of Section 6.10 or (iii) alter the rights or remedies of the Required Covenant Lenders arising pursuant to Article VII as a result of a breach of Section 6.10, in each case, without the written consent of the Required Covenant Lenders (which, notwithstanding the foregoing, such SPCconsent of the Required Covenant Lenders shall be the only consent required hereunder to make such amendment, waiver or modification); or
(x) (i) contractually subordinate the Obligations in right of payment to any other Indebtedness of the Borrower and/or Guarantors or (ii) contractually subordinate the Liens securing the Obligations on a material portion of the Collateral to Liens on a material portion of the Collateral securing other Indebtedness, without the written consent of each Lender directly and adversely affected thereby (and, with respect to the Term A Loans, the Incremental Term B Loans and Revolving Facility, consent of all Term A Lenders, Incremental Term B Lenders or Revolving Facility Lenders, as applicable), it being understood that this clause (i) shall not (A) override the permission for (x) Liens expressly permitted by Section 6.02 as in effect on the Closing Date or (y) Indebtedness expressly permitted by Section 6.01 as in effect on the Closing Date, (B) restrict an amendment to increase the maximum permitted amount of Indebtedness (x) incurred under Section 6.01(i) and (y) secured by liens under Sections 6.02(i) or (j) as in effect on the Closing Date or (C) apply to the incurrence of debtor-in-possession financing (or similar financing arrangements in insolvency proceedings in non-U.S. jurisdictions) approved by the applicable bankruptcy court; provided, further further, that (A) no such agreement amendment shall amend, modify or otherwise affect the rights or duties of the Administrative Agent any Agent, Swingline Lender or the Collateral Agent an L/C Issuer hereunder or under any other Loan Document without the prior written consent of such Agent, Swingline Lender or such L/C Issuer acting as such at the effective date of such amendment, as applicable and (B) no amendment, waiver or consent shall amend, modify or waive any condition precedent to any extension of credit under the Revolving Facility set forth in Section 4.01 without the written consent of the Required Class Lenders under such Revolving Facility (it being understood that (i) amendments of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default or Event of Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.01 have been satisfied regardless of whether the Required Class Lenders under the Revolving Facility shall have consented to such amendment, modification or waiver and (ii) such consent of the Required Class Lenders under the applicable Revolving Facility shall be the only consent required hereunder to make such modifications to the conditions precedent set forth in Section 4.01 for extensions of credit under the Revolving Facility). Notwithstanding the foregoing, no consent of any Defaulting Lender shall be required for any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender unless such waiver, amendment or modification by its terms would materially and adversely affect such Defaulting Lender differently than other affected Lenders; provided that the Commitment of any Defaulting Lender may not be increased in amount or the maturity thereof extended without the consent of such Lender, and no principal or interest owing to any Defaulting Lender may be reduced, or the date on which payment of such principal or interest is due extended, without the consent of such Lender. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender.
(c) Without the consent of any Lender or L/C Issuer, the Loan Parties and the Administrative Agent or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, to include the Other First Lien Secured Parties in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement, in all cases subject to the Agreed Security Principles or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Parent and the Borrower (i) to add one or more additional credit or debt facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit or debt facilities in any determination of the Required Lenders, Required Covenant Lenders or Required Class Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Parent, the Borrower and the Administrative Agent to the extent necessary (A) to integrate any Incremental Term Loans, any Refinancing Term Loans or any Replacement Revolving Commitments on substantially the same basis as the Term Loans or Revolving Facility Loans, as applicable, (B) to integrate any Other First Lien Debt or (C) to cure any ambiguity, omission, defect or inconsistency; provided, with respect to this clause (C), that (i) such modifications do not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
(f) Notwithstanding the foregoing, this Agreement may be amended, (i) with the written consent of each Revolving Facility Lender, the Administrative Agent, Parent and the Borrower to the extent necessary to integrate any Alternative Currency and (ii) with the written consent of the Administrative Agent, L/C Issuer, Parent and the Borrower to the extent necessary to integrate any L/C Alternative Currency.
Appears in 1 contract
Sources: Credit Agreement (EVERTEC, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (other than amendments made to correct typographical errors which shall only require x) in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly affected thereby, ,
(ii) increase or extend the Term Loan Commitment of any Lender or decrease or extend the date for payment of any Fees of fees payable to any Lender without the prior written consent of such Lender, ,
(iii) extend or waive any scheduled amortization payment or reduce the amount due on any scheduled amortization payment or extend any date on which payment of interest on any Loan or any Fee is due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 2.16(b) or (c) or any other provisions of this Agreement in a manner that would by its terms alter the pro rata requirements sharing of Section 2.17payments required thereby or the application of payments required thereby, without the prior written consent of each Lender adversely affected thereby,
(v) amend or modify the provisions of Section 9.04(k), the provisions of 9.04(a)(i) or this Section 9.08 or the definition of the term “Required Lenders,” insofar as such definition affects or any other provision hereof or of any other Loan Document specifying the substance number or percentage of this SectionLenders required to waive, amend or release modify any material Guarantorrights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each LenderLender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Signing Date and the Closing Date), or
(ivvi) release all or substantially all of the Collateral or release any Guarantees of any Loan Party (except as expressly provided in the Credit Agreement) without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any the other Loan Document Documents without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) Without the consent of any Syndication Agent, Arranger or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan 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 Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with Applicable Law.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more Extended Term Loans to this Agreement pursuant to Section 2.20 and to permit the extensions of credit from time to time outstanding thereunder 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 Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (e), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower other Loan Parties and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), ) or the provisions of this Section or release Guarantors representing all or substantially all the definition value of the term “Required Lenders” insofar as such definition affects Guarantee under Article X or all or substantially all of the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms directly and adversely affects the Collateral rights of Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderdirectly adversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPCSPV, (vi) reduce the percentage contained in the definition of the term “Required Lenders” [[5517420]] #93623000v7 without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof) and (vii) only the written consent of the Required Revolving Credit Lenders shall be necessary to amend or waive the terms and provisions of Section 6.12, paragraph (d)(ii) of Article VII and the last two sentences of the definition of Consolidated EBITDA (and related definitions as used in such provisions, but not as used in other provisions of this Agreement), and no amendment or waiver of any of the foregoing in this clause (vii) may be made without the written consent of the Required Revolving Credit Lenders; provided, further provided that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Collateral Agent or the Collateral Agent any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Collateral Agent or such Issuing Bank, as the Collateral case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms solely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, with the consent of Holdings, the Borrowers and the Required Lenders, this Agreement (including Section 2.17) may be amended to allow the Borrowers to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to procedures approved by the Administrative Agent.
(c) The Administrative Agent, Holdings and the Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender; provided, however, that no such amendment shall become effective until the fifth Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five Business Day period.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require except, in the written agreement case of the Borrower and the Administrative Agent) except this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall (i) decrease the principal amount of, or extend (other than as contemplated in Section 2.16) the maturity of or any scheduled principal payment date or date for the payment of any interest on on, any Term LoanLoan or fees, or waive or excuse any such payment or any part thereof, or decrease any fees or the rate of interest on any Term Loan (except other than (A) interest or fees arising in connection with the waiver occurrence of applicability an Event of any post-default increase Default, (B) the fee described in interest rates and except for any waiver with respect Section 9.04(b) or (C) amendments to mandatory prepayments under Section 2.13, 6.11 or the defined terms related to Section 6.11 which waiver in each case shall be effective with only require the consent of the Required Lenders), without without, in each case, the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan any Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of the Lender holding such LenderCommitment (including pursuant to Section 2.24, if applicable), (iii) amend release the Borrower from its obligations under the Loan Documents or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without value of the prior Guarantee Agreement (except as permitted by Section 5.09(c), Section 9.20 or as provided in the Guarantee Agreement), without, in each case, the written consent of each Lender, or (viv) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without 2.11(c), the provisions of this Section 9.08(b), the definition of the “Required Lenders” or modify any other provisions requiring payment to be made for the ratable account of the Lenders, without, in each case, the prior written consent of such SPCeach affected Lender; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Swingline Lender. Notwithstanding anything to the Collateral Agentcontrary 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.
(c) Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Designating Lender on behalf of its Designated Bank affected thereby, (i) subject such Designated Bank to any additional obligations, (ii) reduce the principal of, interest on, or other amounts due with respect to, the Designated Bank Note made payable to such Designated Bank, or (iii) postpone any date fixed for any payment of principal of, or interest on, or other amounts due with respect to, the Designated Bank Note made payable to the Designated Bank.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Waivers; Amendment. (a) i. No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would may otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) ii. Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, the Administrative Agent and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly affected thereby, it being understood that (x) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and (y) only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest pursuant to Section 2.07, (ii) increase or extend the Term Loan Commitment or decrease the amount of (it being understood that a waiver of any condition precedent set forth in Section 4.01 or the waiver of any Default or mandatory prepayment shall not constitute an extension or increase of any Commitment of any Lender), or extend the date for for, payment of any Fees or Applicable Premium of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), 9.04(j) or the provisions of this Section or the definition (other than in a transaction permitted under Section 6.05) release all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance Guarantees or all or substantially all of this Section, or release any material Guarantorthe Collateral, without the prior written consent of each Lender, (iv) release all modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or substantially all (v) amend or modify the percentage contained in the definition of the Collateral term “Required Lenders” without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. No Secured Party shall have any voting rights under this Agreement or any other Loan Document as a result of (a) the existence of obligations owed to it under Hedging Agreements or Cash Management Agreements or (b) its being a beneficiary of the indemnification obligations undertaken by any Loan Party hereunder or thereunder.
iii. The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Energy & Exploration Partners, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other the Loan Document Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement any Loan Document nor any provision hereof thereof (excluding letter of credit applications, which may be waived, amended or otherwise modified (other than amendments made to correct typographical errors which shall only require the written by agreement of the Borrower and the Administrative Agentapplicable Issuing Bank) may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) without the consent of the applicable Lender, (A) decrease the principal of or the rate of interest on such Lender’s Loans or the Fees payable to such Lender, (B) extend the date for any scheduled payment of principal of or interest on such Lender’s Loans or the Fees payable to such Lender, or (C) increase the amount of, or extend the maturity expiration date of such Lender’s Commitment, or (ii) without the consent of each Lender, (A) decrease the principal of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender affected therebyLC Disbursement, (iiB) increase or extend the Term Loan Commitment or decrease or extend the date for any scheduled payment of principal of or interest on any Fees LC Disbursement, (C) extend the expiration date of any Lender without Letter of Credit after the prior written consent of such LenderExpiration Date has occurred, (iiiD) amend release the First Mortgage Bond or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of collateral therefor, in each Lendersuch case except pursuant to Article VIII, or (vE) amend or modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without 2.15, the written provisions of this Section, the definition of “Required Lenders” or any other provision requiring the consent or agreement of such SPCeach of the Lenders; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank under the Collateral Agent hereunder or under any other Loan Document Documents without the prior written consent of the Administrative Agent or such Issuing Bank, as the Collateral Agentcase may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
Appears in 1 contract
Sources: Credit Agreement (Avista Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Senior Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Senior Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, extend the date for payment of any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with or reduce the waiver of applicability amount of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)fee payable hereunder, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(k)2.18, the provisions of Section 9.04(j) or the provisions of this Section 9.08 or the definition release all or substantially all of the term “Required Lenders” insofar as value of the Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such definition affects Guarantor in a transaction permitted by Section 6.04) or all or substantially all of the substance Collateral (or subordinate the Liens in favor of this Section, the Senior Collateral Agent on all or release any material Guarantorsubstantially all of the Collateral), without the prior written consent of each Lender, (iii) [reserved], (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPC, (v) reduce the percentage contained in the definition of the term “Required Lenders,” or impose additional restrictions on the ability of the Lenders to assign their rights and obligations under the Loan Documents, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders), (vi) [Reserved] or (vii) reduce the number or percentage of the Lenders required to consent, approve or otherwise take any action under the Loan Documents without the prior written consent of each Lender affected thereby; provided, further further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Senior Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Senior Collateral Agent; (B) the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents, without the consent of any Lender, in order to (x) cure an obvious error or any error or omission of a technical or immaterial nature, (y) cause any other Loan Documents to be consistent with this Agreement or (z) in accordance with Section 6.04; and (C) the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents with the consent of the applicable Incremental Term Lenders in accordance with Section 2.13.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Pyxus International, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Participant or the Collateral Agent or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders Participants hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower Company or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Company or ▇▇▇▇ Corp. in any case shall entitle the Borrower Company or ▇▇▇▇ Corp. to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Company, ▇▇▇▇ Corp. and the Required LendersParticipants; provided, however, that no such agreement shall (i) decrease the principal amount of, of or extend the maturity of or date for the reimbursement of an L/C Disbursement or payment of any interest on any Term Loanthereon, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)L/C Disbursement, without the prior written consent of the Issuing Bank and each Lender Participant directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender Participant without the prior written consent of such LenderParticipant, (iii) amend or modify the pro rata requirements of Section 2.172.06, the provisions of Section 9.04(k), 9.04(g) or the provisions of this Section or release all or substantially all the value of the Guarantees or all or substantially all of the Collateral, without the prior written consent of, the Issuing Bank and each Participant or (iv) reduce the percentage contained in the definition of the term “Required LendersParticipants” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPCParticipant; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Issuing Bank hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent or the Collateral AgentIssuing Bank.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Vistancia Marketing, LLC)
Waivers; Amendment. (a) No failure or delay of by the Collateral Trustee, the Administrative Agent, the Collateral Agent or any Lender other First-Lien Secured Party in exercising any right or power or right hereunder or under any other Loan Financing Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentCollateral Trustee, the Collateral Administrative Agent and the Lenders other First-Lien Secured Parties hereunder and under the other Loan Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Financing Document or consent to any departure by the Borrower or any other Loan Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 7.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of loans, extensions of credit, issuances of letters of credit, hedging arrangements or financial accommodations shall not be construed as a waiver of any Default under any Financing Document or Event of Default, regardless of whether the Collateral Trustee or any other First-Lien Secured Party may have had notice or knowledge of such Default under any Financing Document or Event of Default at the time. No notice or demand on the Borrower any Grantor in any case shall entitle the Borrower any Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Trustee and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver Grantors with respect to mandatory prepayments under which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 2.13, which waiver in each case shall be effective with the consent 5.2 or Section 9.3 of the Required Lenders), without the prior written consent of each Lender affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), the provisions of this Section or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material Guarantor, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender, or (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentIntercreditor Agreement.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (PPL Energy Supply LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or Agent, any Lender in exercising any power or right hereunder or under any other Loan Credit Document and no course of dealing between any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders); provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees fees of any Lender without the prior written consent of such Lender; provided that only the consent of the Required Lenders shall be necessary to amend the interest rate described in Section 2.07 or to waive any obligation of the Borrower to pay interest at the interest rate provided for in Section 2.07, (iii) amend or modify the pro rata requirements of Section 2.172.14, the provisions of Section 9.04(k), 9.04 or the provisions of this Section or release any Guarantor (other than in connection with the definition sale of such Guarantor in a transaction permitted by Section 6.02) or all or substantially all of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any material GuarantorCollateral, without the prior written consent of each Lender, (iv) release all or substantially all of the Collateral without the prior written consent of each Lender[reserved], or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(i) without the written consent of such SPCSPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender; provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one (1) or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Loans and the accrued interest and fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (iii) to permit any such additional credit facilities which are term facilities to share ratably with the Loans in the application of prepayments.
(d) In addition, notwithstanding the foregoing, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, then the Administrative Agent and the Borrower 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 Credit Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after notice thereof.
Appears in 1 contract
Sources: Credit Agreement (Great Ajax Corp.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (bSection 9.08(b) belowor, with respect to any Security Documents, Section 6.12, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Representative in any case shall entitle the Borrower Representative to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in clause (c) below or as otherwise expressly contemplated by this Agreement or any other Loan Document as in effect on the Incremental Closing Date, neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(k), or the provisions of this Section 9.08 or the definition release all or substantially all of the term “Required Lenders” insofar as such definition affects value of the substance Term Loans or Guarantees under the Facility Guaranty or all or substantially all of this Section, or release any material Guarantorthe Collateral, without the prior written consent of each Lender, (iv) release all reduce the rights of any Indemnitee under Section 9.05(b) without the consent of such Indemnitee; (v) amend, waive or substantially all modify the provisions of Section 9.23 without the prior written consent of each Lender that is directly and adversely affected thereby; (vi) [reserved]; (vii) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV; (viii) amend the definition of “Required Lenders”, “Supermajority Lenders” or change the definition of “Pro Rata Share” without the prior written consent of each Lender directly affected thereby (it being understood that, with the consent of the Collateral Required Lenders, additional extensions of credit hereunder may be appropriately included in such terms in a manner consistent with the Term Loans); (ix) change the currency of any Term Loan of any Lender, or change the manner, form or currency in which any Term Loan or other Obligation (including any interest) or other amount due under any of the Loan Documents to any Lender is payable (including to permit any payment to be capitalized or paid in-kind instead of in cash), in each case, without the prior written consent of such Lender; (x) waive, amend or modify the proviso to Section 5.05(a) without the prior written consent of each Lender, ; or (vxi) modify any other provision, if any, of this Agreement that expressly requires the protections afforded to an SPC pursuant to the provisions consent of Section 9.04(j) each Lender or each directly affected Lender without the prior written consent of each Lender or (xii) subordinate (x) the Liens securing any of the Obligations on all or substantially all of the Collateral (“Existing Liens”) to the Liens securing any other Indebtedness or other obligations or (y) any Obligations in contractual right of payment to any other Indebtedness or other obligations (any such SPCother Indebtedness or other obligations, to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless (A) the amount of such Senior Indebtedness does not exceed 10.00% of the principal amount of the Term Loans outstanding at such time (or such greater amount as may be consented to in writing by the Supermajority Lenders) and (B) each Lender has been offered a bona fide opportunity to fund or otherwise provide its Pro Rata Share of the Senior Indebtedness on the same terms (other than reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such expense reimbursement, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such L▇▇▇▇▇ decides to participate in the Senior Indebtedness, receive its Pro Rata Share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to a written offer made to each Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Lender for a period of not less than five Business Days; provided, however, that any subordination in connection with any “debtor in possession” financing, shall, in each case, not be further restricted by this provision (it being an understood that an increase in the maximum principal amount of Indebtedness that may be secured on a pari passu basis with the Term Loans shall not be subject to this clause (xii)); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be.
(c) Without prejudice to the Administrative Agent’s right to seek instruction from the Lenders from time to time, the Administrative Agent and the Borrower Representative may amend this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document) to correct an obvious error or omission jointly identified by the Borrower Representative and the Administrative Agent or other errors or omissions of a technical or immaterial nature (including, but not limited to, an incorrect cross-reference). Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document. Additionally, this Agreement and the other Loan Documents may be amended without the consent of any Lender to appropriately include any Pari Passu Debt herein on substantially identical terms (including in the definition of “Required Lenders” and “Supermajority Lenders”) as those applicable to the Term Loans except as permitted by the definition of Pari Passu Debt to the extent contemplated by the final proviso to Section 6.04(a).
(d) Notwithstanding anything to the contrary herein, (i) 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 such 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 materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender, and (ii) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower Representative (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder 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 Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or by any Lender Holder in exercising any right or power or right hereunder or under any other Loan Financing Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders each Holder hereunder and under the other Loan Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Financing Document or consent to any departure by the Borrower or any other Loan Party Issuer therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 14.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this This Agreement nor any provision hereof and the Notes may be waivedamended, amended and the observance of any term hereof and thereof may be waived (either retroactively or modified prospectively), with (other than amendments made and only with) the written consent of Holdings, the Company and the Required Holders (provided that any amendment or waiver which relates to correct typographical errors which (x) the Purchased Preferred Stock shall only require the written agreement consent of Holdings and the holders of a majority of the Borrower outstanding shares of Purchased Preferred Stock and/or shares of Common Stock into which they are converted (with Purchased Preferred Stock counted on an as-converted basis) or (y) the Warrants and/or Warrant Shares shall require the written consent of Holdings and the Administrative Agent) except pursuant to holders of a majority of the outstanding Warrants and/or Warrant Shares (with Warrants counted on an agreement or agreements in writing entered into by the Borrower and the Required Lendersas-exercised basis); provided, however, that no such agreement shall (i) decrease the principal amount of, amendment or extend the maturity of or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)may, without the prior written consent of each Lender Noteholder affected therebythereby (or each Purchaser if prior to the Second Closing Date) (i) subject any Noteholder to any additional obligation, (ii) increase reduce the principal of or extend change the Term Loan Commitment or decrease or extend the date for payment rate of interest on any Fees of any Lender without the prior written consent of such LenderNote, (iii) amend postpone the date fixed for any payment of principal of (or modify the pro rata requirements of Section 2.17premium, the provisions of Section 9.04(k), the provisions of this Section if any) or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release interest on any material Guarantor, without the prior written consent of each LenderNote, (iv) change the percentage of the aggregate principal amount of the Notes the Noteholders of which shall be required to consent or take any other action under this Section 14.02(b) or any other provision of this Agreement, (v) amend or waive the provisions of (A) Section 6.15 following the occurrence of a Change in Control or (B) Sections 6.16 and 7.06 following the maturity of the Company’s obligation to make an Excess Proceeds Offer and in the case of each of clauses (A) and (B), any of the definitions to the extent used in such Sections, (vi) reduce the premium payable upon any redemption or repurchase of the Notes or change the time at which any Note may be redeemed or repurchased, (vii) impair the right of any Noteholder to receive payment of principal, premium, if any, and interest on such Noteholder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Noteholder’s Notes, (viii) adversely affect the ranking of the Notes, (ix) change the currency in which amounts due under the Notes are payable, (x) release any Guarantor from its Guarantee of the Notes other than in accordance with the terms of this Agreement or (xi) release all or substantially all a substantial portion of the Collateral without from the prior written consent Liens of each Lender, the Security Documents or (v) modify alter the protections afforded to an SPC pursuant relative priorities of the Obligations entitled to the provisions of Section 9.04(j) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties Liens of the Administrative Agent Security Documents. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon. As used herein, the Collateral Agent hereunder term this “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agentsupplemented.
Appears in 1 contract
Sources: Purchase Agreement (Digital Domain)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest (other than default interest) on any Term Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders)Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment of any Lender without the prior written consent of such Lender or decrease or extend the date for payment of any Fees of any Lender Agent without the prior written consent of such LenderAgent, (iii) amend or modify the pro rata requirements of Section 2.172.17 (other than in connection with loan buy-back offers that are made to all Lenders on a pro rata basis, in which case payments and Commitment reductions with respect to tendering Lenders will be permitted on terms acceptable to the Borrowers, Holdings and the Required Lenders) and Section 2.18, the provisions of Section 9.04(k), 9.04(h) or the provisions of this Section 9.08 or release all or substantially all of the Collateral or the definition value of the term “Required Lenders” insofar guaranties provided by the Guarantors taken as such definition affects the substance of this Section, or release any material Guarantora whole, without the prior written consent of each Lender, (iv) release all or substantially all change the provisions of any Loan Document in a manner that by its terms adversely affects the Collateral rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenderadversely affected Class, or (v) modify the protections afforded to an SPC SPV pursuant to the provisions of Section 9.04(j9.04(g) without the written consent of such SPCSPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Additional Term B-1 Commitments on the Amendment No. 2 Effective Date); provided, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
Appears in 1 contract