Waivers; Amendment. (a) No failure or delay of the Administrative 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 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 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 Polypore shall entitle 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 except pursuant to an agreement or agreements in writing entered into by 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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, any Lender or 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 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 Polypore Holdings (prior to a Borrower Qualified IPO), 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 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 Commitment of any Lender or decrease the Facility Fees, Issuing Bank Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of Lender, Agent or any other amount actually due and payable hereunder to any Lender Issuing Bank without the prior written consent of such Lender, Agent 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 the aggregate Commitments shall not constitute an increase of the Commitments of any Lender),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 5.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings (prior to a Borrower Qualified IPO), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition Borrower or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, 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 the Required Revolving 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 holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings 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) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Polypore, may amend, modify or supplement any Loan Document without the consent of any Lender or Borrower and the Required Lenders in order Administrative Agent to correct, amend or cure any ambiguity, inconsistency or defect or the extent necessary to correct any typographical error or other manifest error in any Loan Documentinconsistencies between this Agreement and the ABL Credit Agreement.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21 or 2.23, in the definition of “Permitted Restructuring Transactions” or in the Intercreditor Agreement or any other intercreditor agreement entered into by the Borrower and the Administrative Agent, to the extent otherwise provided for therein, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, 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 party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that (w) Polyporeexcept as expressly set forth in Section 2.21 or 2.23, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 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 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change or decrease the Commitment Fees or L/C Participation Fees or other fees of 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, Lender without the prior written consent of each Lender directly affected therebythereby (it being understood that waivers or modifications of conditions precedent, (iv) change covenants, Defaults or Events of Default or of a mandatory reduction in the provisions 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 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 or 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 ClassL/C Disbursement or any Fees is due, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender or reduce the percentage contained in 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 Revolving Lenders,” “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 Revolving Credit 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 the Term Loan Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date);
(vi) release all or substantially all the Collateral or release any of Holdings, the Borrower, any other First Tier Covenant Party or all or substantially all of the Subsidiaryother 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, except in connection with a “credit bid” undertaken by the Administrative 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 of payments required thereby or required by Section 2.18(c) without the prior written consent of each Lender directly adversely affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent or such Issuing Bank, as applicable, acting as such at the Issuing Bank effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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) Notwithstanding anything Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 (but without limiting the rights of the Lenders and the Agents under the provisos to the preceding clause (b)), this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, 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.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Polyporethe Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Revolving Facility Commitments on substantially the same basis as the Revolving Facility Loans.
(f) 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.
(g) The Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order this Agreement to correct, amend or cure any ambiguity, inconsistency or omission, defect or correct inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any typographical error or other manifest error in any Loan DocumentLender.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Verso Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 (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 or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C – BA Disbursement, or extend the stated expiration of any Letter of Credit or Bankers’ Acceptance beyond the 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C-BA Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such LenderLender (it being understood that waivers or modifications of conditions precedent, (iii) amend covenants, Defaults or modify Events of Default or of a mandatory reduction in the pro rata requirements aggregate Commitments shall not constitute an increase of Section 2.16, eliminate or reduce the voting rights Commitments of any Lender under this Section 9.8Lender), change NYDOCS01/1270096.12 ▇▇▇▇▇ – A&R Revolving Credit Agreement extend any other provision date on which payment of this Agreement interest on any Loan or any of the other Loan Documents requiring, by its terms, the consent L/C – BA Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, (iv) change amend the provisions of any Loan Document Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lender adversely affected Classthereby, (v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in 9.08 or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), (vii) without release all or substantially all the prior written consent Collateral or release any of each Lender directly affected therebyHoldings, amend the definition Company or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or modify Section 5.02 increase any of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to percentages set forth in 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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 Borrowing Base without the consent of any Lender or all of 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.Lenders; or
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Issuing Bank Collateral Agent in exercising any right, power or right remedy hereunder or under any other Loan Indenture 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 Issuing Bank and the Lenders Collateral Agent hereunder and under the other Loan Indenture Documents 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 Polypore or any other Loan Party Holder therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.09, 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 Polypore any Pledgor in any case shall entitle Polypore any Pledgor 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 except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Pledgor or Pledgors with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any 9 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline LenderIndenture.
(c) Notwithstanding anything For the purpose of Section 9.09(b) above, the Collateral Agent shall be entitled to conclusively rely upon (i) written confirmation from the agent managing the solicitation of consents and a certificate signed by an Officer of the Issuers, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two-thirds in aggregate principal amount of all outstanding Notes if required by Section 9.02 of the other Loan Documents Indenture), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Collateral Agent need not investigate any fact or matter stated in the document. At any time that the Issuers desire that this Agreement be amended as provided in Section 9.09(b) above, the Issuers shall deliver to the contrary, Collateral Agent a certificate signed by an Officer of the Issuers stating that the amendment of this Agreement may be amended is permitted pursuant to extend Section 9.09(b) above. If requested by the maturity of Collateral Agent (although the Collateral Agent shall have no obligation to make any Loan or Revolving Credit Commitmentsuch request), with the written consent Issuers shall furnish appropriate legal opinions (from counsel reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. Such officers’ certificate and legal opinion will contain the statements required by Section 9.06 of the Administrative Agent, PolyporeIndenture. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Required Lenders Issuers shall furnish to the Collateral Agent copies of officers’ certificates and each extending Lender; provided that each Lender under legal opinions delivered to the Facility that is being extended shall have Trustee in connection with any amendment to the opportunity to participate in such extension on Indenture affecting the same terms and conditions as each other Lender under such Facility, but operation of this Section 9.09. The Collateral Agent shall not be required liable for any action it takes or omits to participatetake in good faith in reliance on such certificates or opinions.
(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 AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore any Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(ba) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers 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 and the Collateral Agent and consented to by the Required Lenders (or otherwise in accordance with the terms of such Loan Document); 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any Revolving L/C DisbursementDisbursement without the prior written consent of each Lender directly and adversely affected thereby; provided that any amendment to the financial covenant definitions or “most favored nation” provisions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or Revolving 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, Revolving L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly and adversely affected thereby, ,
(ii) increase or extend the 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, (iiiiv) amend or modify the pro rata requirements provisions of Section 2.16, 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 Collateral2.26(b), without the prior written consent of each Lender directly and adversely affected thereby, ,
(ivv) change amend or modify 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 this Section 9.08 or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term terms “Required Lenders,” without the prior written consent of each Lender or reduce the percentage contained in the definition of the term “Required Revolving Majority Lenders,” “Super-Majority Lenders” without or any other provision hereof specifying the prior written number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent of each Revolving Credit Lender (it being understood that with the consent of the Required Lendershereunder, 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 Restatement Effective Date), (vii) without the prior written consent of each Lender directly and adversely affected thereby, amend the definition or
(vi) subject to Section 9.18, release all or substantially all of the term “Interest Period” in any way which would permit Interest Periods to be in excess Collateral or release all or substantially all of six months without regard to availability to Lenders or (viii) the value of the Guarantees under the Loan Document Guarantee of the Subsidiary Loan Parties, taken as a whole, without the prior written consent of each LenderLender directly and adversely affected thereby; provided, amend further; that (x) the consent of Super-Majority Lenders shall be required to amend, modify, supplement, waive or modify Section 5.02 otherwise change, as applicable (A) the definition of “Availability” and “Excess Availability,” or (B) definition of Borrowing Base (including any applicable advance rates) and any defined terms which appear in the definition of “Borrowing Base” and would have the effect of increasing Availability or the Borrowing Base (it being understood that the establishment, modification or elimination of reserves and adjustment, establishment and elimination of criteria for Eligible Accounts Receivable and Eligible Inventory, in each case in accordance with the terms hereof will not be deemed to require the consent of the Guarantee and Collateral Agreement Super-Majority Lenders); 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender 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.
(b) Without the consent of any Syndication Agent, Joint Lead Arranger or Lender, the Issuing Bank Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the Swingline Lenderextent 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 Finance Parties (and potentially other Secured Parties), or as required by local law to give effect to, or protect any security interest for the benefit of the Finance Parties (and potentially other Secured Parties), in any property or so that the security interests therein comply with applicable law.
(c) Notwithstanding anything in this Agreement or the other Loan Documents to the contraryforegoing, this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Polypore, and the Borrowers (ii) 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 there 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 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 participateLenders.
(d) FurthermoreIn addition, notwithstanding the foregoing, technical and conforming modification to the Administrative Agent, Loan Documents may be made with the consent of Polyporethe Lead Borrower and the Administrative Agent to the extent necessary to integrate any New Term Commitments, may amendNew Commitments or facilities provided pursuant to Section 9.08(d) or Section 9.08(e) on substantially the same basis as the Loans and any then existing Term Loans, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correcton customary terms for term loans, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentas applicable.
Appears in 1 contract
Sources: Credit Agreement (TPC Group LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore 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 of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) 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,
(vii) effect any waiver, amendment or modification of any Loan Document that would alter the relative priorities of the rights of the Secured Parties in the Collateral, or
(viii) amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition of “Total Leverage RatioIssuing Bank Sublimit” shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Issuing Bank; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, 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 consent 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 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 DocumentLenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Nuance Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Collateral 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, 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 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 (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 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 ofof any Loan or LC Disbursement or reduce the rate of interest thereon (other than to waive default interest under Section 2.06(c) to the extent a waiver of the underlying default giving rise to such default interest does not require a vote of all Lenders), or extend reduce or forgive any Fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Final Maturity Date, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, 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 Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or set-offs required thereby, without the written consent of each Lender, (v) change the percentage set forth in the definition of “Required Lenders,” “Supermajority 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 Subsidiary Guarantor from its Guarantee (except as expressly provided in Article VII), 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 and upon payment in full of the Obligations), in each case without the written consent of each Lender, or (viii) change any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Administrative Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Administrative Collateral Agent, the Issuing Bank or the Swingline Lender, 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 may be effected by an agreement or agreements in writing entered into by Borrower and 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 their rights or obligations are affected thereby, the Issuing Bank, the Collateral Agent, the Administrative 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 its Loans, accrued interest thereon, accrued fees and all other amounts owing to it or accrued for its account under this Agreement (including, without limitation, all amounts Section 2.12, 2.13 and 2.15). In addition to the foregoing, in no event shall the percentage advance rates set forth in the definitions of “Borrowing Base”, “Fixed Asset Loan Value”, “Inventory Eligibility Factor” or “Net Orderly Liquidation Value” be increased above the original stated percentages set forth in such definitions without the consent of the Supermajority Lenders.
(c) Notwithstanding anything If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement or that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), 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 AgentSupermajority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, Polypore, the Required Lenders and each extending Lender; provided that each Lender under the Facility that is being extended then Borrower shall have the opportunity right to participate in such extension on the same terms and conditions as each other Lender under such Facilityreplace 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 Borrower shall not be required have the right to participate.
replace a Lender solely as a result of the exercise of such Lender’s rights (d) Furthermore, notwithstanding and the foregoing, the Administrative Agent, with the consent of Polypore, may amend, modify or supplement any Loan Document without the consent 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 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 Documentaccrued for its account under this Agreement.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore 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 of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the Borrower and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders) and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the 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, howevernotwithstanding the foregoing:
(i) 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 (w2) Polyporereleases 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 and under the Arrangers may enter into an amendment Security Documents with respect to effect 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 2.23(b9.17) upon to the effectiveness Liens on such Collateral securing any other Indebtedness or (2) contractually subordinates the Obligations hereunder to any other Indebtedness;
(ii) the written consent of any Incremental Assumption Agreement each Lender (or Issuing Bank) directly and any such amendment shall in any event be deemed to have occurred upon such effectiveness); adversely affected thereby (x) no such agreement under this Section 9.8(bbut not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that:
(iA) decrease decreases or forgives the principal amount of, or extend extends the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or L/C any LC Disbursement, without or extends the prior written stated expiration of any Letter of Credit beyond the Revolving Termination Date; provided, that, (1) only the consent of each Lender directly affected thereby, the Required Revolving Lenders shall be necessary to (ii) increase or extend the 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, (iiix) amend the definition of “Default Rate” or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of (y) waive any Lender under this Section 9.8, change any other provision of this Agreement or any obligation of the other Loan Documents requiringBorrower to pay interest at the Default Rate, 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 in 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 4.1case, as it relates to an Event Revolving Obligations (except that any increase in such Default Rate in excess of Default following a breach of any provision of this Agreement without 2.00% shall also require the prior written consent of the Required Revolving Lenders, the Required FILO A Lenders and the Required FILO B Lenders), and (vi2) reduce only the percentage contained in 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 term “Required Lenders” without Borrower to pay interest at the prior written 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 each Lender or reduce the percentage contained in 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 term “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, and the Required Revolving Lenders and the Required FILO A Lenders” without );
(B) increases the prior written consent Commitment of each Revolving Credit 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 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 7.03;
(E) except to the extent necessary to give effect to the express provisions of this Agreement (including Sections 2.22 and 9.04), which, in respect of any amendment or modification to effect such express provisions, shall be effective with the consent of the Required Lenders, additional extensions amend or modify the provisions of credit pursuant to this Agreement may be included Section 2.18(b) or (c) in a manner that would by its terms alter the determination pro rata sharing of payments required thereby;
(iii) the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Date), (vii) without the prior written consent of (A) each Revolving Lender directly affected thereby, amend (but not the definition of the term “Interest Period” in Required Lenders) shall be required with respect to any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications change to the definition of “Total Leverage RatioRequired 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 affect 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 of the Applicable Percentage or grant any consent thereunder; provided, that, 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 “Required FILO B Lenders” may be amended in connection with any amendment pursuant to Section 2.22 to include (or to exclude) appropriately the Lenders participating in any Facility Increase in any required vote or the Term Loans without the prior written consent action of the Required Lenders, Required Revolving Lenders, Required Supermajority Revolving Lenders, Required FILO A Lenders, Required Supermajority FILO A Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstandingRequired FILO B Lenders, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.applicable;
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore 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 of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the Borrower and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders) and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the 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, howevernotwithstanding the foregoing:
(i) 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 (w2) Polyporereleases 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 and under the Arrangers may enter into an amendment Security Documents with respect to effect 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 2.23(b9.17) upon to the effectiveness Liens on such Collateral securing any other Indebtedness or (2) contractually subordinates the Obligations hereunder to any other Indebtedness;
(ii) the written consent of any Incremental Assumption Agreement each Lender (or Issuing Bank) directly and any such amendment shall in any event be deemed to have occurred upon such effectiveness); adversely affected thereby (x) no such agreement under this Section 9.8(bbut not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that:
(iA) decrease decreases or forgives the principal amount of, or extend extends the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or L/C any LC Disbursement, without or extends the prior written stated expiration of any Letter of Credit beyond the Revolving Termination Date; provided, that, (1) only the consent of each Lender directly affected thereby, the Required Revolving Lenders shall be necessary to (ii) increase or extend the 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, (iiix) amend the definition of “Default Rate” or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of (y) waive any Lender under this Section 9.8, change any other provision of this Agreement or any obligation of the other Loan Documents requiringBorrower to pay interest at the Default Rate, 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 in 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 4.1case, as it relates to an Event Revolving Obligations (except that any increase in such Default Rate in excess of Default following a breach of any provision of this Agreement without 2.00% shall also require the prior written consent of the Required Revolving Lenders, the Required FILO A Lenders and the Required FILO B Lenders), (vi2) reduce the percentage contained in the definition of the term “Required Lenders” 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 only the consent of the Required Lenders, additional extensions of credit pursuant FILO A Lenders shall be necessary 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 Restatement Effective Date), (viix) without the prior written consent of each Lender directly affected thereby, amend the definition of “Default Rate” or (y) waive any obligation of the term “Interest Period” Borrower to pay interest at the Default Rate, in each case, as it relates to FILO A Obligations (except that any way which would permit Interest Periods to be increase in such Default Rate in excess of six months without regard to availability to Lenders or (viii) without 2.00% shall also require the prior written consent of each Lenderthe Required FILO A Lenders, amend or modify Section 5.02 the Required Revolving Lenders and the Required FILO B Lenders) and (3) only the consent of the Guarantee and Collateral Agreement and Required FILO B Lenders shall be necessary to (yx) amendments, waivers and other modifications to amend the definition of “Total Leverage RatioDefault Rate” shall not affect the determination or (y) waive any obligation of the Applicable Percentage for Borrower to pay interest at the Revolving Facility or 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 Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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, PolyporeFILO B Lenders, the Required Revolving 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.FILO A Lenders);
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Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, any Lender or 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 each 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 (other than any Hedging Agreement) or consent to any departure by Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 any Agent, any Lender or the Issuing Bank may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided 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 shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofor premium, or extend the maturity if any, of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, LC Disbursement or waive or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon (other than waiver of any Loan increase in the rate of interest pursuant to Section 2.06(c)), or L/C Disbursementreduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the prior written consent of each Lender directly affected thereby, ;
(iiiii) increase postpone or extend the Commitment maturity of any Loan, or decrease or extend the required date for of payment of any Fees of Reimbursement Obligation, or any other amount actually due and date for the payment of any interest or fees payable hereunder to any Lender without the prior written consent of such Lenderhereunder, (iii) amend or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights amount of, waive or excuse any such payment (other than a waiver of any Lender under this increase in the rate of interest pursuant to 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 consent2.06(c)), or release postpone the scheduled date of expiration of any Guarantor Commitment or all or substantially all postpone the scheduled date of expiration of any Letter of Credit beyond the CollateralLetter of Credit Expiration Date, without the prior written consent of each Lender directly affected thereby, ;
(iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender
(v) change Section 2.14(b) or (c) or Section 9.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender;
(vi) change the percentage set forth in the definition of “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);
(vii) release all or substantially all of the Subsidiary Guarantors from their Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender;
(viii) except as otherwise permitted in any Security Document or by Section 6.06, release all or substantially all 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 written consent of each Lender;
(ix) change any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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, ;
(vx) amend, modify or waive compliance by Polypore with the change any provisions of in Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement 2.17 without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained Swingline Lender or change any provisions in the definition of the term “Required Lenders” Section 2.18 without the prior written consent of each Lender or reduce the percentage contained in Issuing Lender;
(xi) change the definition of the term “Required Revolving Lenders” Collateral Management Agreement, 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; Manager. provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Collateral Manager, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Manager, the Issuing Bank or the Swingline Lender.
, as the case may be, (c2) Notwithstanding anything in any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the other Loan Documents Revolving Lenders may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the Revolving Lenders under this Section 11.02, and (3) any waiver, amendment or modification prior to the contraryachievement of a successful syndication of the credit facilities provided herein (as determined by the Arranger in its sole discretion) may not be effected without the written consent of the Arranger. Notwithstanding the foregoing, any provision of this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polyporeby an agreement in writing entered into by Borrower, the Required Lenders and each extending the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender; provided that ) 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, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under the Facility that this Agreement, and (z) Section 2.16(b) 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 complied with. Without the consent of any Lender other person, the applicable Loan Party or Loan Parties and the Required Lenders Administrative Agent and/or Collateral Agent may (in order its or their respective sole discretion, or shall, to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in 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 applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements.
Appears in 1 contract
Sources: Credit Agreement (BioScrip, Inc.)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Collateral 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, 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers and the Required Lenders (other than Defaulting 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 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, provided 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 increase the dollar amount of the Commitment of any Lender without the written consent of such Lender or increase the Commitments of all Lenders (other than as set forth in Section 2.20) without the consent of such Lender, (ii) reduce 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 Loan or any date for reimbursement of an L/C Disbursement, LC Disbursement or waive or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon (other than to waive default interest under Section 2.06(c)) to the extent a waiver of the underlying default giving rise to such default interest does not require a vote of all Lenders), or reduce or forgive any Loan or L/C DisbursementFees payable hereunder, without the prior written consent of each Lender directly affected thereby, (iiiii) increase postpone the maturity of any Loan, or extend the Commitment required date of reimbursement of any LC Disbursement, or decrease or extend the any date for the payment of any Fees of interest or any other amount actually due and fees payable hereunder to any Lender without the prior written consent of such Lenderhereunder, (iii) amend or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights amount of, waive or excuse any such payment (other than the waiver of default interest under Section 2.06(c), or postpone the scheduled date of expiration of any Lender under this Section 9.8, change Commitment or postpone the scheduled date of expiration of any other provision Letter of this Agreement or any of Credit beyond 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 CollateralRevolving Maturity Date, without the prior written consent of each Lender directly affected thereby, (iv) change the provisions percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document in a manner that by its terms adversely affects (including this Section 11.02) specifying the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights number or percentage of Lenders holding Loans (or Lenders of any other Class Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (or reduce the percentage contained in the definition each Lender 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 Lenderssuch Class, 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 Restatement Effective Datecase may be), (viiv) release any Subsidiary Guarantor from its Guarantee (except as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or modify Section 5.02 (vi) except as otherwise permitted herein, release all or substantially all of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the definition of “Total Leverage Ratio” shall not affect the determination Liens of the Applicable Percentage for Security Documents (except in connection with securing additional Obligations equally and ratably with the Revolving Facility or the Term Loans other Obligations), in each case without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative 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 Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank 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.
(c) Notwithstanding anything If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement or that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), 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 is obtained but the Facility that consent of one or more of such other Lenders whose consent is being extended required is not obtained, then the Borrowers shall have the opportunity right to participate in replace 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 non-consenting Lender or Lenders with one or more Persons pursuant to Section 2.16 so long as at the Required Lenders time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided further that each replaced Lender receives payment in order full of the principal of and interest accrued on each Loan made by it and all other amounts owing to correct, amend it or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentaccrued for its account under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Broder Bros Co)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Installment Date or reduce the voting rights amount due on any Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any Subsidiary Loan Party from its Guarantee under a Collateral Agreement, (vii) without unless, in the prior written consent case of each Lender directly affected therebya Subsidiary Loan Party, amend all or substantially all the definition Equity Interests of the term “Interest Period” such Subsidiary Loan Party is sold or otherwise disposed of in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or
(vii) effect any waiver, amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in other Facilities, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of any Syndication Agent, Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 (a) to extend add one or more additional credit facilities to this Agreement and to permit the maturity 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 B 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 Loan or Revolving Credit Commitmentdetermination of the Required Lenders.
(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Polypore, the Required Borrower and the Lenders and each extending Lenderproviding the relevant Replacement Term B Loans (as defined below) to permit the refinancing of all outstanding Term B Loans (“Refinanced Term B Loans”) with a replacement “B” term loan tranche hereunder which shall be Loans hereunder (“Replacement Term B Loans”); provided that each Lender under (a) the Facility that is being extended aggregate principal amount of such Replacement Term B Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced Term B Loans, (b) the same terms and conditions as each other Lender under Applicable Margin for such Facility, but Replacement Term B Loans shall not be required higher than the Applicable Margin for such Refinanced Term B Loans, (c) the weighted average life to participate.
maturity of such Replacement Term B Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term B Loans at the time of such refinancing and (d) Furthermoreall other terms applicable to such Replacement Term B Loans shall be substantially identical to, notwithstanding or less favorable to the foregoingLenders providing such Replacement Term B Loans than, those applicable to such Refinanced Term B Loans, except to the Administrative Agent, with extent necessary to provide for covenants and other terms applicable to any period after the consent latest final maturity of Polypore, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders Term B Loans in order effect immediately prior to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentsuch refinancing.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, any L/C Issuer or any Lender or the Issuing Bank 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 Issuing Bank 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 Polypore Parent, 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 Polypore Parent, the Borrower or any other Loan Party in any case shall entitle Polypore 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, regardless of whether the Administrative Agent, any Lender or the L/C Issuer may have had notice or knowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Sections 2.22, 2.23, 2.25, 2.28 and 6.13, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Parent, the Borrower and the Administrative Agent (and consented to by the Required Lenders or, in the case of a waiver of the Financial Performance Covenant, the Required Covenant Lenders or, in the case of an amendment or modification of the Financial Performance Covenant as it applies to any Facility, the Required Class Lenders of such Facility) 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C DisbursementObligation, extend the stated expiration of any Letter of Credit beyond the Revolving Facility Maturity Date or reduce the premium payable in the event of 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 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 or any other amount actually due and payable hereunder to 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 modify Section 2.19(b) or (c) without the pro rata requirements prior written consent of Section 2.16, eliminate or each Lender adversely affected thereby,
(v) reduce the voting rights of any Lender under this Section 9.8, change 9.08 or any other provision hereof specifying the number or percentage of this Agreement Lenders required to waive, amend or modify any of the other Loan Documents requiring, by its terms, the rights hereunder or make any determination or grant any 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 Collateralhereunder, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 such Lender (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release all or substantially all of the term “Interest Period” value of the guarantees by the Subsidiary Loan Parties under the Guarantee Agreements, unless, in any way which would permit Interest Periods each case, to be the extent sold or otherwise disposed of in excess of six months without regard to availability to Lenders a transaction permitted by this Agreement or (viii) the other Loan Documents, without the prior written consent of each Lender, ;
(vii) amend or 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 1.05 without the prior written consent of each Revolving Facility Lender and each L/C Issuer; or
(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 Revolving Class Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment required by Section 2.12 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment still required to be made is not changed); provided, further, that (A) no such agreement amendment shall amend, modify or otherwise affect the rights or duties of the Administrative any Agent, the Issuing Bank or the Swingline Lender or an L/C Issuer hereunder or under any other Loan Document without the prior written consent of the Administrative such Agent, Swingline Lender or such L/C Issuer acting as such at the Issuing Bank 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 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 Swingline 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) Notwithstanding anything Without the consent of any Lender or L/C Issuer, the Loan Parties and the Administrative Agent or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 extend add one or more additional credit or debt facilities to this Agreement and to permit the maturity 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 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 Loan 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 Loan 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 Credit CommitmentFacility 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, PolyporeL/C Issuer, Parent and the Required Lenders and each extending Lender; provided that each Lender under Borrower to the Facility that is being extended shall have the opportunity extent necessary to participate in such extension on the same terms and conditions as each other Lender under such Facility, but shall not be required to participateintegrate any L/C Alternative Currency.
(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
Sources: Credit Agreement (EVERTEC, Inc.)
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 Issuing Bank 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of Subject to the Security Intercreditor Agreement, neither the Loan Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 (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 any Loan or any date fees (including any prepayment fee or premium (including, for reimbursement the avoidance of an L/C Disbursementdoubt, 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 Loan fees (including any prepayment fee or L/C Disbursementpremium (including, for the avoidance of doubt, the fees set forth in Section 2.11(e))) payable with respect to 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 Commitment or decrease or extend the date for payment of any Fees fees (including any prepayment fee or premium (including, for the avoidance of or any other amount actually due and payable hereunder to 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 provisions of Section 2.16, eliminate 9.04(j) or reduce the voting rights provisions of any Lender under this Section 9.8, change any 9.08 or release one or more Guarantors (other provision 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 Intercreditor Agreement) that represent all or substantially all of the other value of the guarantees of the Obligations pursuant to the 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 therebyLender, (ivv) impose any additional restriction on any Lender’s ability to assign any of its rights or obligations without the written consent of such Lender, (vi) change the provisions relative priorities of any Loan Document in a manner that the Obligations secured 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 Collateral without the prior written consent of Lenders holding a majority in interest of the outstanding Term Loans and unused Commitments of each adversely affected Class, (vvii) amend, modify or waive compliance by Polypore with the protections afforded to an SPV pursuant to the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement 9.04(i) without the prior written consent of the Required Revolving Lenders, such SPV or (viviii) reduce the percentage contained in the definition of the term “Required Lenders” 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Datedate hereof), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Collateral Agent or any of the Swingline Lender Joint Lead Arrangers hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Collateral Agent or any of the Swingline LenderJoint 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 this Agreement clause (b) or the other Loan Documents 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 amended required to extend 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 Revolving 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 CommitmentAgreement Refinancing Indebtedness (or a representative with respect thereto) as parties thereto, with 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, 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 participateapplicable.
(dg) Furthermore, notwithstanding Notwithstanding anything to the foregoingcontrary 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 AgentAgent and may be, together with this Agreement, amended and waived with the consent of Polyporethe Administrative Agent or the Collateral Agent, may amendas applicable, modify or supplement any Loan Document at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or the Required Lenders waiver is delivered in order (i) to correctcomply with local law or advice of local counsel, amend (ii) to cure ambiguities or cure any ambiguity, inconsistency defects or defect or correct any typographical error or (iii) to cause such documents to be consistent with this Agreement and the other manifest error in any Loan DocumentDocuments (including by adding additional parties as contemplated herein).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative 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 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in paragraph (c) below, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrower and the Required Lenders (or the Administrative Agent, with the consent of the Required Lenders) (and, prior to the Completion of the Primary Syndication of the Commitments, the Arrangers) 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 written consent of the Required Lenders (and, prior to the Completion of the Primary Syndication of the Commitments, the Arrangers); provided, however, that (wx) Polypore, the Borrower and the Administrative Agent and the Arrangers may enter into an amendment to effect the provisions of Section 2.23(b) or 2.24(b) upon the effectiveness of any Incremental Term Loan Assumption Agreement or Incremental Revolving Loan Assumption Agreement, as the case may be (and any such amendment shall in any event be deemed to have occurred upon such effectiveness); , and (xy) no such agreement under this Section 9.8(b) 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16Sections 2.16 and 2.17, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision provisions 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 consentSection, or release any Guarantor party to the Guarantee and Collateral Agreement (except as contemplated by this Agreement) or all or substantially all of limit such Guarantor’s liability under the CollateralGuarantee and Collateral Agreement, without the prior written consent of each Lender directly affected therebyLender, (iv) change the provisions (including Sections 2.12 and 2.13 of this Agreement) 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 release all or waive compliance by Polypore a substantial portion 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 provisions of other Obligations or as contemplated by Section 4.19.18), as it relates to an Event of Default following a breach of any provision of this Agreement in each case without the prior written consent of the Required Revolving Lenderseach Lender, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Date), date hereof) or (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelymonths; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender.
(c) . Notwithstanding anything in this Agreement or the other Loan Documents to the contrarycontrary herein, 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 no Defaulting Lender under the Facility that is being extended shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the opportunity to participate in Commitment of such extension on the same terms and conditions as each other Lender under such Facility, but shall may not be required to participate.
(d) Furthermore, notwithstanding the foregoing, the Administrative Agent, with the consent of Polypore, may amend, modify increased or supplement any Loan Document extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender or shall be excluded for a vote of the Required Lenders in order to correct, amend or cure hereunder requiring any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentconsent of the Lenders).
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Waivers; Amendment. (a) No failure by the Collateral Agent or any Secured Party to exercise, and no delay of the Administrative Agentby any such Person in exercising, any Lender or the Issuing Bank in exercising any right, remedy, power or right privilege hereunder or under any other Loan Document shall impair such right, remedy, power or privilege or operate as a waiver thereof, ; nor shall any single or partial exercise of any such right right, remedy, power or power, or any abandonment or discontinuance of steps to enforce such a right or power, privilege hereunder preclude any other or further exercise thereof or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies of the Administrative Agentprivileges herein provided, the Issuing Bank and the Lenders hereunder and provided under the each other Loan Documents Document, are cumulative and are not exclusive independent of any rights rights, remedies, powers and privileges provided by Law. Any forbearance or remedies that they would otherwise havefailure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such rights, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore 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 7.02, 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 any Loan, the issuance of any Letter of Credit, the provision of any Cash Management Services or the provision of services under any Secured Hedge Agreement 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 demand on Polypore shall entitle Polypore to any other knowledge of such Default or further notice or demand in similar or other circumstancesEvent of Default at the time.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Grantor or Grantors with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any 10.01 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline LenderAgreement.
(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
Sources: Revolving Facility Security Agreement (Allegro Microsystems Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.14, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 party thereto and the Agent party thereto and consented to by 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 and no such agreement shall be effective if it shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 4.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 10.08 or the definition of the term terms “Required Revolving Lenders,” “Majority Lenders,” or any other provision of this Agreement 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or all or substantially all of the term “Interest Period” Subsidiary Guarantors from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be the case of a Subsidiary Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) effect any waiver, amend amendment or modify Section 5.02 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 Guarantee and 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), or
(viii) effect any waiver, amendment or modification that by its terms contractually subordinates (x) the Liens on all or substantially all of the Collateral Agreement and securing any of the Obligations to the Liens securing any other Indebtedness for borrowed money or (y) amendmentsany Obligations in contractual right of payment to any other Indebtedness for borrowed money (any such other Indebtedness, waivers to which such Liens securing any of the Obligations or such other obligations, as applicable, are subordinated (“Senior Indebtedness”), in either case of subclause (x) or (y), unless each adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender) of the Senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other modifications expenses in connection with the negotiation of the terms of such transaction, such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the definition extent such adversely affected 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 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 such adversely affected 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 ten Business Days; provided that any subordination expressly permitted by the Loan Documents and any “Total Leverage Ratiodebtor-in-possession” facility (or other financing to be incurred after a bankruptcy event of default) shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelybe restricted by this clause (viii); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the either Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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. Notwithstanding the Swingline Lender.
(c) Notwithstanding anything in this Agreement or foregoing, only 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, Required Revolving Facility Lenders shall be required to (and only the Required Revolving Facility 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.
(dability to) 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 correctwaive, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error modify the conditions set forth in any Loan DocumentSection 4.01.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 party thereto and the Agent party thereto and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 4.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 10.08 or the definition of the term terms “Required Revolving Lenders,” “Majority Lenders,” or any other provision of this Agreement 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or all or substantially all of the term “Interest Period” Subsidiary Guarantors from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be the case of a Subsidiary Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or
(vii) effect any waiver, amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the either Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent or any Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent, as applicable, may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, 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 Polyporethe Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Incremental Revolving Loans or Other Incremental Term Loans, as may amendbe necessary to establish such Incremental Term Loan Commitments or Revolving Facility Loans as a separate Class or tranche from the existing Term Loan Commitments or Incremental Revolving Facility Commitments. Notwithstanding anything herein to the contrary, modify if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or supplement in any Loan Document without the consent of other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the Required Lenders maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in order accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to correctsuch Lender or such Issuing Bank, amend shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentsuch Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Security 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 Issuing Bank Security 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore the Borrower 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower and the Required LendersLenders (other than any amendment contemplated in clauses (i)- (iv) and (vi)-(ix) below which shall only require the consent of the Lenders specified therein); 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 Loan or any date for reimbursement of an L/C DisbursementBorrowing, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the 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 2.162.17, eliminate the provisions of Section 9.04(l) or reduce the voting rights provisions of any Lender under this Section 9.8, change any other provision of this Agreement 9.08 or any release all or substantially all of the other Loan Documents requiring, by its terms, value of the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or release any Guarantor Facility Guaranty or all or substantially all of the Collateral, without the prior written consent of each Lender directly affected therebyLender, (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 protections afforded to an SPV pursuant to the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement 9.04(i) without the prior written consent of the Required Revolving Lenderssuch SPV, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without or change the prior written consent definition 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Date), (vii) “Pro Rata Share” without the prior written consent of each Lender directly affected thereby, amend (vii) change the definition of the term “Interest Period” currency in which any way which would permit Interest Periods Loan is permitted to be in excess of six months without regard made or is payable (including interest with respect to availability to Lenders or (viiisuch Loan) without the prior written consent of each Lender, (viii) waive, amend or modify the proviso to Section 5.02 of the Guarantee and Collateral Agreement and (y5.05(a) 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 Lender; (ix) amend or otherwise modify the Financial Covenant and Section 7.03, and in each case any definition related thereto (as any such definition is used therein but not as otherwise used in this Agreement or any other Loan Document) or waive any Default or Event of Default resulting from a failure to perform or observe the Financial Covenant or Section 7.03 without the written consent of the Required Revolving Credit Lenders; provided, that, the waivers described in this clause (ix) shall not require the consent of any Lenders other than the Required Revolving Credit Lenders; or (x) modify any other provision, if any, of this Agreement that expressly requires the holders consent of more than 50% each Lender or each directly affected Lender without the prior written consent of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender Security Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender.
Security Agent; and provided, further, that (cx) Notwithstanding anything no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, such L/C Issuer under this Agreement or the Agreement, any other Loan Documents Document or any Letter of Credit Application relating to the contraryany Letter of Credit issued or to be issued by it; provided, however, that this Agreement may be amended to extend adjust the maturity mechanics related to the issuance of any Loan or Revolving Credit CommitmentLetters of Credit, including mechanical changes relating to the existence of multiple L/C Issuers, with only the written consent of the Administrative Agent, Polyporethe applicable L/C Issuer and the Borrower so long as the obligations of the Revolving Credit Lenders, if any, who have not executed such amendment, and if applicable the other L/C Issuers, if any who have not executed such amendment, are not adversely affected thereby and (y) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Required Lenders and each extending Lender; provided that each Swing Line Lender under this Agreement or any other Loan Document.
(c) Without prejudice to the Facility that is being extended shall have Administrative Agent’s right to seek instruction from the opportunity Lenders from time to participate in such extension on time, the same terms Administrative Agent and conditions as each the Borrower may amend this Agreement or any other Lender under such FacilityLoan 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 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 not be required become effective without any further consent of any other party to participatesuch Loan Document.
(d) FurthermoreNotwithstanding anything to the contrary herein, notwithstanding (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 foregoing, the Administrative Agent, consent of all Lenders or each affected Lender may be effected with the consent of Polyporethe applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any such Defaulting Lender may amendnot be increased or extended without the consent of such Lender and (y) any waiver, modify amendment or supplement 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, (ii) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (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 Document Documents with the Term Loans, Revolving Credit Loans, Swing Line Loans and L/C Obligations 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; (iii) prior to the Closing Date, Article VII, Annex I and Annex III of this Agreement may be amended with the written consent of the Administrative Agent and the Borrower, but without the consent of any Lender or other Person, to conform the Required Lenders in order provisions thereof to correctthe equivalent provisions of the New Senior Secured Notes Indenture; and (iv) Annex I and Annex III of this Agreement may be amended with the written consent of the Administrative Agent and the Borrower, amend or cure but without the consent of any ambiguityother Person, inconsistency or defect or correct to conform the text of Annex I and/or Annex III to any typographical error or other manifest error in any Loan Documentprovision of the “Description of Senior Secured Notes” section of the Offering Memorandum.
Appears in 1 contract
Sources: Credit Agreement (Altice USA, Inc.)
Waivers; Amendment. (a) No failure or delay on the part of the Administrative Agent, the Issuing Lender, 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 Issuing Bank Lender, 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 Polypore or any other Loan Party the Borrower 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 Polypore the Borrower in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement, the Guarantee Agreement nor or any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrower and the Required Lenders, or, in the case of the Guarantee Agreement or any of the Security Documents, pursuant to an agreement or agreements in writing entered into by the Borrower, the Subsidiary Guarantors and the Collateral Agent and consented to by 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 shall:
(i) decrease reduce the principal amount of, or extend the scheduled maturity (including the maturity of or any scheduled Term Loan Repayment Amount) of, any principal payment date of or date for interest on, any Loan (it being understood that the payment waiver of a mandatory prepayment under Section 2.13 shall not constitute the extension of the scheduled maturity of any interest on principal of any Loan or any date for reimbursement of an L/C DisbursementLoan), or waive or excuse forgive any such payment or any part thereof, or decrease reduce the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly holder of a Loan affected thereby, ,
(ii) increase the amount or extend the Commitment or decrease or extend the expiry date for payment of any Commitment of any Lender, as specified on Schedule 2.01 or reduce the 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 provisions of Section 2.162.17, eliminate or reduce Section 7.05(d), the voting rights provisions of any Lender under this Section 9.8, change any other provision of this Agreement 10.08(b) or any the definition of the other Loan Documents requiring, by its terms, the consent or approval of all the term Required 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, 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 release all or substantially all of the outstanding Loans and unused Commitments of each adversely affected Class, (v) amend, modify Collateral under any Security Document other than as expressly permitted hereunder or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) under such Security Document without the prior written consent of each Lender, amend or modify Section 5.02 release Collateral not constituting all or substantially all of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition under any Security Document but having an aggregate book value in excess of “Total Leverage Ratio” shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans $10,000,000 without the prior written consent of Lenders holding Loans, a share of the Required Revolving Lenders or the holders of used LC Commitment and unused Commitments representing more than 5066% of the aggregate unpaid of (a) the aggregate principal amount of the affected Term Loans then outstandingat such time, respectively(b) the LC Exposure and KPR LC Exposure at such time and (c) the aggregate unused Commitments at such time, or (v) waive any of the conditions precedent to the initial availability of the Commitments without the prior written consent of each Lender; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Agent or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, Agent or the Issuing Bank or Lender, as the Swingline Lendercase may be.
(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, either Agent or any Lender or the Issuing LC 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 AgentAgents, the Issuing Bank Lenders and the Lenders LC Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies righ▇▇ ▇▇ ▇▇medies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (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 Polypore the Borrower in any case shall entitle Polypore such party 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower 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 Loan or any date for reimbursement of an L/C DisbursementOutstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementOutstanding Credit, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the any Commitment or decrease or extend the date for payment Commitment Fee 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 provisions of Section 2.162.14, eliminate 2.15, 6.02, 6.03, 6.04 or reduce 9.04(h), the voting rights of any Lender under this Section 9.8, change any other provision provisions of this Agreement Section, the definition of "Cash Collateral Requirement" or "Required Lenders", or (iv) release any of the Collateral (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 Collateralthan in connection with Restricted Payments permitted under Section 5.13), without the prior written consent of each Lender directly affected thereby; provided further, (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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, furtherhowever, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Collateral Agent, any LC Bank or the Swingline Lender hereunder or under any other Loan Document Trustee without the prior written consent of the Administrative Agent, the Issuing Collateral Agent, such LC Bank or the Swingline Lender.
(c) Notwithstanding anything Trustee, as the case may be; and provided further, the definition of "Permitted Investments" specified for any Lender in this Agreement or the other Loan Documents to the contrary, this Agreement Schedule 2 may be amended by the Borrower and such Lender as provided in the definition of such term. Each Lender and LC Bank shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender, any Agent or any LC Bank pursuant to extend the maturity this Section shall bind any assignee of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polypore, the Required Lenders its rights 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 participateinterests hereunder.
(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
Sources: Credit Agreement (Txu Corp /Tx/)
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 Issuing Bank 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 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 Polypore any Loan Party in any case shall entitle Polypore any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor Agreement, any of other Loan Document (other than the Security Documents Mandate Letter) nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore the applicable Loan Party or Loan Parties party thereto and the Required Lenders (or, as applicable, the Administrative Agent or the Collateral Agent upon the direction of 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 or fees on any Loan or any date for reimbursement of an L/C DisbursementLoan, or forgive, waive or excuse any such payment or any part thereof, or decrease the rate of interest (other than the Default Rate) or fees on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected therebythereby (for the avoidance of doubt, it is understood that only the consent of the Borrower and the Required Lenders shall be necessary to waive, amend or modify (A) any mandatory prepayment requirement prior to a prepayment becoming due and payable in accordance with the terms hereof or (B) any financial covenant hereunder (or any defined term used therein) even if the effect of such waiver, amendment or modification would be to reduce the rate of interest on any Loan, or to reduce any fee payable hereunder, in each case, to the extent such interest or fees is not yet accrued, due and payable), (ii) increase or extend the Commitment or decrease the amount of or extend the date for payment of any Fees or 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 2.16, eliminate the provisions of clause (x) of the first sentence of Section 9.04(a) or reduce the voting rights provisions of any Lender under this Section 9.89.08, change release any Guarantor (other provision than in connection with the disposition of this Agreement or any of the other Loan Documents requiring, such Guarantor in a transaction permitted by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consentSection 6.05), or release any Guarantor or all or substantially all of the Collateral, without the prior written consent of each Lender directly affected therebyLender, (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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Closing Date), or (viivi) impose any additional restrictions on any Lender’s ability to assign any of its rights or obligations hereunder (including any amendment to Section 9.04) without the prior written consent of each Lender directly the Lenders adversely affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, furtherhowever, that, notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to consent to any such amendment, modification or waiver, other than any such amendment, modification or waiver which affects the rights or obligations of a Defaulting Lender differently than the rights or obligations of the other Lenders or increases or extends the Commitment of, or forgives or decreases the principal amount of, or extends the maturity of any scheduled principal payment date or date for the payment of any interest on any Loan of, such Defaulting Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Collateral Agent or the Swingline Swing Line Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Collateral Agent or the Swingline Swing Line Lender, as applicable.
(c) Notwithstanding anything in this Agreement or the other Loan Documents to the contraryforegoing, this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitment, with the written consent of (i) the Administrative Agent, Polyporethe Borrower and the Swing Line Lender may amend this Agreement in accordance with Sections 2.24 and 2.25 and (ii) the Mandate Letter may be amended by the parties thereto in accordance with its terms. Notwithstanding anything to the contrary contained herein, the Required Lenders and each extending Lender; provided that each Lender under the Facility that is being extended any such amendments 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 become effective without any Loan Document without the further consent of any Lender or the Required Lenders in order other party to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any such Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay on the part of the Administrative Agent, any Lender or the Issuing Bank party hereto 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 Issuing Bank and the Lenders hereunder and under the other Loan Documents parties hereto 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 Polypore or any other Loan Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.02, 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 Polypore any party hereto in any case shall entitle Polypore such party 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 terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenderseach Secured Debt Representative; provided, however, that (w) Polypore, the Administrative Agent and the Arrangers this Agreement may enter into an be amended from time to time as provided in Section 4.04. Any 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any that is proposed to be effected without the consent of a Secured Debt Representative as permitted by the proviso to the preceding sentence shall be submitted to such Secured Debt Representative for its review at least 5 business days prior to the proposed effectiveness of such amendment. Notwithstanding the foregoing, none of the other Loan Documents requiring, by its terms, Grantors shall have the right to consent to or approval of all the Lenders for such approve any amendment, modification, waiver, discharge, termination modification 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 4.1, as it relates to an Event of Default following a breach waiver of any provision of this Agreement without except solely to the prior written consent extent such amendment, modification or waiver has the effect of limiting the ability to incur Priority Lien Debt, Second Lien Debt or Third Lien Debt that the Grantors would otherwise be permitted to incur under each of the Required Revolving LendersPriority Lien Documents, (vi) reduce the percentage contained in Second Lien Documents and the definition Third Lien Documents or the ability of the term “Required Lenders” 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 Grantors 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 Restatement Effective Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lenderincur DIP Financing.
(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
Sources: Intercreditor Agreement (Midstates Petroleum Company, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore any Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the 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 Collateral Agent and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term B Installment Date or reduce the voting rights amount due on any Term B Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release all or substantially all of the term “Interest Period” value of the Guarantees of the Subsidiary Loan Parties, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, . provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Term Administrative Agent, the Revolving Administrative Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of of, respectively, the Term Administrative Agent, the Revolving 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 the Swingline 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) Notwithstanding anything Without the consent of any Syndication Agent, Joint Lead Arranger or Lender, the Loan Parties and the Term Administrative Agent, Revolving Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Administrative Agent, PolyporeRequired Lenders, the Joint Lead Arrangers, and the U.S. 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 B 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 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 participateLenders.
(de) FurthermoreIn addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Term Administrative Agent, the U.S. Borrower and the Lenders providing the relevant Replacement Term B Loans (as defined below) to permit the refinancing of all outstanding Term B Loans (“Refinanced Term B Loans”) with a replacement “B” term loan tranche hereunder which shall be Loans hereunder (“Replacement Term B Loans”); provided that (a) the consent aggregate principal amount of Polyporesuch Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term B Loans, may amend, modify or supplement any Loan Document without (b) the consent Applicable Margin for such Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term B Loans and (c) the weighted average life to maturity of any Lender or such Replacement Term B Loans shall not be shorter than the Required Lenders in order weighted average life to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentmaturity of such Refinanced Term B Loans at the time of such refinancing.
Appears in 1 contract
Sources: Credit Agreement (Dresser Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore 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 of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 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 or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16Revolving Maturity Date, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement Term Loan Maturity Date or any Term Loan Installment Date (but excluding the Early Maturity Date) or extend any date on which payment of the other interest on any 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 CollateralL/C Disbursement is due, without the prior written consent of each Lender directly adversely affected thereby, (iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of payments due to Lenders holding Loans of one Class differently from required thereby, or 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 last sentence of Section 4.12.08(c) in a manner that would alter the pro rata sharing of commitment reductions required thereby, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lendersin each case, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby, (v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term “Required Revolving Lenders”, “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Date), (viivi) release all or substantially all 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 Lender directly adversely affected thereby, amend (vii) effect any waiver, amendment or modification that by its terms adversely affects the definition 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 term “Interest Period” Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any way which would permit Interest Periods 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 excess of six months without regard a manner that is subject to availability to Lenders this clause (vii)) or (viii) change the relative rights in respect of payments or collateral of the Lenders participating in different Facilities without the prior written consent of each Lender, amend or 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 the Required Revolving Majority Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the participating in each adversely affected Term Loans then outstanding, respectivelyFacility; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative an Agent, the an Issuing Bank or the a Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative such Agent, the Issuing Bank or the 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 anything in this Agreement or the other Loan Documents to the contraryforegoing, this Agreement and any other Loan Document may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative AgentAgent 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 extensions 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 consent Term Loans, Incremental Term Loans and Revolving Loans and the accrued interest and fees in respect thereof, and any Additional Extensions of Polypore, Credit that do not constitute an increase in the Revolving Facility may amend, modify or supplement 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 Loan Document without the consent determination of any Lender or the Required Lenders, Majority Lenders, 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 Documentand Revolving Facility Lenders.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Fronting Bank or any Lender or the Issuing Bank 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 Issuing 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 Polypore 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 Polypore Holdings, the Borrower or any Guarantor in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders, the Borrower and Holdings, or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; 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 or shorten the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan Loan, any Term Note or L/C Disbursementany Reimbursement Obligation, without the prior written consent of each Lender directly affected therebyto whom such Obligation is owing (or which holds the Commitment for such Obligation), or extend, waive or forgive any other payment (other than a mandatory or optional prepayment) required hereunder without the consent of each Lender to whom such Obligation is owing (or which holds the Commitment for such Obligation), (provided, however, that only the consent of the Required Lenders shall be necessary (x) to waive or alter any obligation of the Borrower to pay interest at the Default Rate or (y) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan, any Term Note or any Reimbursement Obligation or to reduce any fee payable hereunder), (ii) increase extend any date on which payment of interest on any Loan, any Term Note or extend any Reimbursement Obligation is due without the prior written consent of each Lender to whom such Obligation is owing (or which holds the Commitment for such Obligation), (iii) increase, decrease, extend or shorten the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender, (iiiiv) amend or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of effect 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 amendment 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 modification 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 mandatory or optional prepayments or Collateral, without the prior written consent of Lenders holding a majority in interest 65% of the outstanding Loans and unused Commitments Revolving Lenders or 66 2/3% of each the Term Lenders, as the case may be, participating in the adversely affected ClassFacility, or change the relative rights in respect of payments or Collateral without the consent of 65% of the Revolving Lenders or 66 2/3% of the Term Lenders, as the case may be, participating in each affected Facility, (v) amend, amend or modify or waive compliance by Polypore with the provisions of Section 4.1Sections 2.8, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders2.11, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender 2.13, 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Date), (vii) 2.17 without the prior written consent of each Lender directly adversely affected thereby, (vi) amend or modify the provisions of this Section, the definition of "Required Lenders" or any other provision hereof specifying the term “Interest Period” number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vii) release all or substantially all the Collateral or release any Guarantor from its Guarantee Agreement (unless all or substantially all the Capital Stock of such Guarantor is sold in any way which would permit Interest Periods to be a transaction permitted by this Agreement or as provided in excess of six months without regard to availability to Lenders or (viii) Section 9.17), without the prior written consent of each Lender, amend Lender adversely affected thereby or modify Section 5.02 of (viii) increase 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of any facility or add any additional facility without the affected Term Loans then outstanding, respectivelyconsent of all of the Lenders; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender Fronting Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Agent or the Swingline Fronting 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 9.8 and any consent by any Lender pursuant to this Section 9.8 shall bind any assignee of such 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.
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Sources: Credit Agreement (Volume Services America Holdings Inc)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Issuing Bank Collateral Agent 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 Issuing Bank and the Lenders Collateral Agent 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 Polypore or any other Loan Party the Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Collateral Agent may have had notice or knowledge of such Event of Default at the time. No notice to or demand on Polypore the Grantor in any case shall entitle Polypore the Grantor 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Collateral Agent and the Grantor, and consented to by the Required Lenders; provided, however, that (wi) Polypore, such consent may be given by the Administrative Collateral Agent and on behalf of the Arrangers may enter into an amendment Lenders pursuant to effect clause (ii) of the provisions last sentence of Section 2.23(b8.02(b) upon of 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected therebyCredit Agreement, (ii) increase no waiver, amendment or extend modification shall affect the Commitment or decrease or extend application of proceeds of Collateral under Section 4.02 in a manner adverse to the date for payment holders of any Fees of the NBA Obligations or any other amount actually due and payable hereunder to any Lender without provision expressly for the prior written consent benefit of such Lender, holders unless consented to by the NBA and (iii) amend or modify the pro rata requirements of Section 2.16Collateral Agent may, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any acting in its reasonable discretion on behalf of the other Loan Documents requiringSecured Parties, by its termsenter into waivers, the consent amendments and modifications hereof (w) to correct any inconsistency, defect 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 therebyambiguity in this Agreement, (ivx) change the provisions of any Loan Document in a manner dealing with administrative or ministerial matters 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 Classhave no material substantive effect, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendmentsto better assure, waivers convey and other modifications to confirm the definition of “Total Leverage Ratio” shall not affect the determination pledge of the Applicable Percentage for the Revolving Facility Collateral or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, (z) that no such agreement shall amend, modify or otherwise would not adversely affect the rights or duties interests of the Administrative Agent, the Issuing Bank Lenders or the Swingline Lender hereunder creation, priority or under any other Loan Document without the prior written consent perfection of the Administrative Agentsecurity interests hereunder where the effect or value of such waiver, the Issuing Bank amendment or the Swingline Lender.
(c) Notwithstanding anything in this Agreement or the other Loan Documents modification, to the contraryextent it can be quantified, this Agreement may be amended to extend is less than $10,000,000 (as determined by 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 Collateral Agent in such extension on the same terms and conditions as each other Lender under such Facility, but shall not be required to participateits reasonable discretion).
(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.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any 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 Issuing Bank 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore 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 of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore the Required Lenders and the Required LendersLoan Parties that are party thereto and are affected by such waiver, amendment or modification; 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 reduce the principal amount of, or extend or waive the final scheduled maturity of or any scheduled principal payment date or date for the payment of any principal or interest on on, any Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, 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 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 provisions of Section 2.16, eliminate 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or reduce the voting rights provisions of any Lender under this Section 9.8, change any other provision of this Agreement (except as set forth below) or any release all or substantially all 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 Guarantors or all or substantially all of the CollateralCollateral (except as permitted under the Intercreditor Agreement, Section 6.04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender directly affected thereby, or (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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term terms “Required Lenders” without the prior written consent of each Lender or reduce the percentage contained in the definition of the term “Required Revolving Facility Lenders” without or any other provision hereof specifying the prior written number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant of any 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) hereunder without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, 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, the Issuing Bank or the Swingline Lender Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the Issuing Bank 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 Swingline Lenderconsent 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 anything 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 contraryLenders 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 to extend the maturity of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polypore, the Required Borrower and the Lenders and each extending Lenderproviding 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 each Lender under (i) the Facility that is being extended aggregate principal amount of such Replacement Term Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced Term Loans, (ii) the same terms and conditions as each other Lender under Applicable Percentage for such Facility, but Replacement Term Loans shall not be required higher than the Applicable Percentage for such Refinanced Term Loans, (iii) the Weighted Average Life to participateMaturity 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.
(de) FurthermoreEach waiver, notwithstanding amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the foregoingspecific 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 Administrative AgentLenders, with the consent Agents and all future holders 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 DocumentLoans and Commitments.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release any of the term “Interest Period” Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Administrative Agent, PolyporeRequired 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 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 participateLenders.
(de) Furthermore, notwithstanding Notwithstanding the foregoing, technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of Polyporethe 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, 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 Documentas applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21 or Section 2.24, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C – BA Disbursement, or extend the stated expiration of any Letter of Credit or Bankers’ Acceptance beyond the Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c),
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C-BA Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C – BA Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of any Loan Document Section 5.02 of the Collateral Agreement (except as contemplated by Section 2.21 in connection with the institution of 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 FILO Subfacility) or any other Class provision of the Loan Documents providing for the pro rata sharing of payments, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lender adversely affected Class, thereby,
(v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, 9.08 (except as it relates to an Event contemplated by Section 2.21 in connection with the institution of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (viFILO Subfacility) reduce the percentage contained in or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings, (vii) without the prior written consent of each Lender directly affected thereby, amend the definition Company or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or modify Section 5.02 ,
(vii) increase any of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to percentages set forth in the definition of “Total Leverage Ratio” the Borrowing Base without the consent of all of the Lenders (it being understood that the incorporation of assets owned by any Canadian Guarantor on terms agreed by the Administrative Agent in its sole discretion as contemplated by Section 2.24 without the consent of any Lenders shall not affect be prohibited hereby), or
(viii) increase the determination of the Applicable Percentage for the Incremental Revolving Facility Commitment above $150 million or add any other Indebtedness under the Term Loans Facility without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent, the Documentation Agent or any Joint Lead Arranger or any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings and the Borrowers (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 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, technical and conforming modifications to the Loan Documents may be made with the consent of Polyporethe Borrowers and the Administrative Agent to the extent necessary to integrate any Incremental Revolving Facility Commitments on substantially the same basis as the Revolving Loans, 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 DocumentFILO Commitments on customary terms as contemplated by Section 2.21.
Appears in 1 contract
Sources: Revolving Credit Agreement (Berry Plastics Group Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings, (vii) without the prior written consent Borrower or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement, unless, in the case of each Lender directly affected therebya Subsidiary Loan Party, amend all or substantially all the definition Equity Interests of the term “Interest Period” such Subsidiary Loan Party is sold or otherwise disposed of in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings 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 PolyporeHoldings and 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, 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 Documentas applicable.
Appears in 1 contract
Sources: Credit Agreement (Hexion Specialty Chemicals, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, Agents or any Lender or the Issuing Bank in exercising any right or power or right hereunder or under any other Second-Lien 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 Issuing Bank Agents and the Lenders hereunder and under the other Second-Lien 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 Second-Lien Loan Document or consent to any departure by Polypore 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 Polypore Holdings, the Borrower or any Guarantor in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the provisions of following clause (c), neither this Agreement nor any of the Security Documents other Second-Lien Loan Document nor any provision hereof or thereof may be changed, waived, amended discharged or modified except pursuant to an agreement terminated unless such change, waiver, discharge or agreements termination is in writing entered into signed by Polypore the respective Loan Parties party thereto and the Required Lenders; provided, howeverprovided that no such change, that waiver, discharge or termination shall, without the consent of each Lender (wwith Obligations being directly affected in the case of following clause (i)), (i) Polypore, extend the Administrative Agent and the Arrangers may enter into an amendment to effect the provisions of Section 2.23(b) upon the effectiveness final scheduled maturity of any Incremental Assumption Agreement Second-Lien Loan or Second-Lien Note, or reduce the rate or extend the time of payment of interest thereon (and any such amendment shall in any event be deemed to have occurred upon such effectiveness); except (x) no such agreement under this Section 9.8(b) shall (i) decrease in connection with the principal amount of, or extend the maturity waiver of or any scheduled principal payment date or date for the payment applicability of any post-default increase in interest on rates and (y) that any Loan amendment or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest on any Loan for purposes of this clause (i)), or L/C Disbursement, without reduce the prior written consent of each Lender directly affected therebyprincipal amount thereof (except to the extent repaid in cash), (ii) increase or extend the 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 2.16, 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 Collateral (except as expressly provided in the prior written consent of each Lender directly affected therebySecond-Lien Loan Documents) under the Security Documents, (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, (viii) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving LendersSection 9.08, (viiv) reduce the percentage contained specified in the definition of the term “Required Lenders” 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 Lenders (it being understood that 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 extensions of Second-Lien Loans are included on the Restatement Effective Closing Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viiiv) without the prior written consent of each Lender, amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition assignment or transfer by the Borrower of “Total Leverage Ratio” shall not affect the determination any of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyits rights and obligations under this Agreement; provided, provided further, that no such agreement change, waiver, discharge or termination shall (w) increase the Second-Lien 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 Second-Lien Commitments shall not constitute an increase of the Second-Lien Commitment of any Lender, and that an increase in the available portion of any Second-Lien Commitment of any Lender shall not constitute an increase in the Second-Lien Commitment of such Lender), (x) without the consent of each Agent affected thereby, amend, modify or otherwise affect the rights waive any provision of Article VIII or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.Section
Appears in 1 contract
Sources: Second Lien Credit Agreement (Graham Packaging Holdings Co)
Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, any Lender or 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 each 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 any Agent, any Lender or the Issuing Bank may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither Except as provided in paragraph (d) below, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers 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, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided 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 shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofor premium of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby;
(iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment date of any Reimbursement Obligation, or any date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereof(except interest payable under Section 2.06(c)), or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly affected thereby;
(iv) change Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, (ii) increase or extend the 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 each Lender, ;
(iiiv) amend change the percentage set forth in the definition of "Required Lenders" or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of any Loan Document (including this Agreement Section) specifying the number or percentage of Lenders (or Lenders of any of the other Loan Documents requiringClass) required to waive, by its terms, the amend or modify any rights thereunder or make any determination or grant any 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 Collateralthereunder, without the prior written consent of each Lender directly affected thereby(or each Lender of such Class, as the case may be);
(ivvi) release any Guarantor from its Guarantee (except as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the written consent of each Lender;
(vii) release all or a substantial portion 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 written consent of each Lender;
(viii) change the any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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, ;
(vix) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the and 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of holding more than 50% of the aggregate unpaid principal amount of the affected outstanding Term Loans, reduce the amount of, or extend the date of, any scheduled payment on the Term Loans then outstandingrequired to be made under Section 2.09, respectivelychange the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(h) or change the application of prepayments of Term Loans set forth in Section 2.10(h) to the remaining scheduled amortization payments to be made thereon under Section 2.09; or
(x) without the consent of Term Loan Lenders holding more than 50% of the principal amount of each of the outstanding U.S. Term Loans and Canadian Term Loans, change the order of application of prepayments amounts of the U.S. Term Loans and the Canadian Term Loans under Section 2.10(h); provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender.
, as the case may be, (c2) Notwithstanding anything in 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 Loan Lenders), the Term Loan Lenders (but not the Revolving Lenders), or one Class of Term Loan Lenders (but no other Loan Documents Lenders) may be effected by an agreement or agreements in writing entered into by the Borrowers and 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, and (3) any waiver, amendment or modification prior to the contrary, this Agreement completion of the primary syndication of the Commitments and Loans (as determined by the Administrative Agent) may not be amended to extend the maturity of any Loan or Revolving Credit Commitment, with effected without the written consent of the Administrative Agent. Notwithstanding the foregoing, Polyporeany provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and each extending the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender; provided that ) 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, premium, if any, 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 the Facility that provisions of this Agreement as contemplated by Section 11.02(b), the consent of the Required Lenders is being extended obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the opportunity right to participate in such extension on the same terms and conditions as each other Lender under such Facilityreplace all, but shall not be required 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 participateSection 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
(d) FurthermoreNotwithstanding anything in Section 11.02(b) to the contrary, notwithstanding this Agreement and the foregoingother Loan Documents may be amended at any time and from time to time to increase the aggregate principal amount of U.S. Term Loans or to establish additional Classes of U.S. Term Loans (collectively, "ADDITIONAL TERM LOANS") by an agreement in writing entered into by the Borrowers, the Administrative Agent, the Collateral Agent and each person (including any Lender) that shall agree to make an Additional Term Loan (and each such person that shall not already be a Lender shall be reasonably acceptable to the Administrative Agent and shall, at the time such agreement becomes effective, become a Lender with the consent same effect as if it had originally been a Lender under this Agreement with the Term Loans set forth in such agreement); provided that (1) no more than an amount equal to $100.0 million of Polypore, Additional Term Loans less the principal amount of all Senior Subordinated Notes (other than the New Senior Subordinated Notes) issued after the Original Closing Date pursuant to Section 6.01(b) may amend, modify or supplement any Loan Document be established pursuant to this Section 11.02(d) without the consent of the Required Lenders, (2) no Default or Event of Default has occurred and is continuing or would occur after giving effect thereto, (3) the covenants in Section 6.10 would be satisfied on a Pro Forma Basis on the date of any Lender such amendment and for the most recent Test Period, after giving effect to such Additional Term Loans, and (4) the Senior Leverage Ratio would not be greater than 2.5:1.0 after giving effect thereto. Any such agreement shall be reasonably satisfactory to the Administrative Agent, shall amend the provisions of this Agreement and the other Loan Documents and shall set forth the terms of the Additional Term Loans established thereby (including the amount and final maturity thereof (which shall not be earlier than the Term Loan Maturity Date), any provisions relating to the amortization or mandatory prepayment thereof (which shall be no more than ratable or pari passu, as applicable, with the Term Loans), the interest to accrue and be payable thereon and any fees to be payable in respect thereof (provided that the Applicable Margins with respect to any Additional Term Loans shall not be more than 25 basis points higher than the Applicable Margins with respect to the Term Loans and that all other payment rights shall be pari passu with the Term Loans)) and effect such other changes (including changes to the provisions of this Section, Section 2.14 and the definition of "Required Lenders") as U.S. Borrower and the Administrative Agent shall deem necessary or advisable in connection with the Additional Term Loans; provided that no such agreement shall (i) effect any change described in Section 11.02(b)(i) through (ix) without the consent of each person required to consent to such change under such clause (it being agreed, however, that the Additional Term Loans will not, of themselves, be deemed to effect any of the changes described in Section 11.02(b)(vi) through (viii) and (1)), (ii) amend Article V, VI or VIII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited (it being agreed that no provision requiring either Borrower to prepay Term Loans of one or more Classes pursuant to Sections 2.10(c) through (h) shall be deemed to violate this clause) or (iii) change any other provision of this Agreement or any other Loan Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding Additional Term Loans. The Loans and Borrowings established pursuant to this paragraph shall con- stitute Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any such Additional Term Loans.
(e) Notwithstanding anything in this Agreement to the contrary, any Offer to Redeem shall be accepted by all Lenders to which such Offer to Redeem was made unless three Business Days prior to the proposed redemption date the Required Lenders give their consent for such Offer to Redeem to be declined by all such Lenders.
(f) Notwithstanding anything in order Section 11.02(b) to correctthe contrary, this Agreement and the other Loan Documents may be amended at any time and from time to time to increase the aggregate principal amount of the Revolving Commitment by up to $10.0 million in the aggregate (the "INCREMENTAL REVOLVING COMMITMENT") in excess of the Revolving Commitment on the Second Amendment Effectiveness Date by an agreement in writing entered into by the Borrowers, the Administrative Agent, the Collateral Agent and each person (including any Lender) that shall agree to commit to a portion of the Incremental Revolving Commitment (and each such person that shall not already be a Lender shall be reasonably acceptable to the Administrative Agent and shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Commitment set forth in such agreement); provided that (1) no Default or Event of Default has occurred and is continuing or would occur after giving effect thereto and (2) the covenants in Section 6.10 would be satisfied on a Pro Forma Basis on the date of any such amendment and for the most recent Test Period, after giving effect to any Revolving Loans made on such date pursuant to the Incremental Revolving Commitment. Any such agreement shall be reasonably satisfactory to the Administrative Agent, shall amend the provisions of this Agreement and the other Loan Documents and shall set forth the terms of the Revolving Loans to be made pursuant to the Incremental Revolving Commitment established thereby (which shall be the same as those of the Revolving Loans under this Agreement) and effect such other changes (including changes to the provisions of this Section, Section 2.14 and the definition of "Required Lenders") as U.S. Borrower and the Administrative Agent shall deem necessary or cure advisable in connection with the Incremental Revolving Commitment; provided that no such agreement shall (i) effect any ambiguitychange described in Section 11.02(b)(i) through (ix) without the consent of each person required to consent to such change under such clause (it being agreed, inconsistency however, that the Incremental Revolving Commitment and any Revolving Loans made pursuant thereto will not, of themselves, be deemed to effect any of the changes described in Section 11.02(b)(vi) through (viii) and (1)), (ii) amend Article V, VI or defect VIII to establish any affirmative or correct negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited or (iii) change any typographical error other provision of this Agreement or any other manifest error Loan Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding a portion of the Incremental Revolving Commitment. The Loans and Borrowings established pursuant to the Incremental Revolving Commitment shall constitute Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Document.Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests crea
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by any Agent or any Lender or the Issuing Bank 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 Issuing Bank each 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 Polypore or any other Loan Party or Security Provider 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. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on Polypore any Loan Party or Security Provider in any case shall entitle Polypore any Loan Party or Security Provider to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Sections 2.17, 2.19(d), 11.02(d) and 11.02(e), neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Loan Parties 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, the Collateral Agent (in the case of any Security Document) and the Loan Party, Loan Parties, Security Provider or Security Providers that are parties thereto, in each case with the written consent of 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 shall:
(i) decrease increase or extend the expiry date of any Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or an extension of the expiry date of any Commitment of any Lender for purposes of this clause (i));
(ii) reduce the principal amount ofor premium, or extend the maturity if any, of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease reduce the rate of interest on thereon (including, for the avoidance of doubt, the Applicable Margin) (other than waiver of any Loan increase in the rate of interest pursuant to Section 2.06(b)), or L/C Disbursementreduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the prior written consent of each Lender directly affected thereby, ;
(iiiii) increase postpone or extend the Commitment maturity of any Loan or decrease or extend the any date for the payment of any Fees of interest, premium or any other amount actually due and fees payable hereunder to any Lender without the prior written consent of such Lenderhereunder, (iii) amend or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights amount of, waive or excuse any such payment (other than a waiver of any Lender under this increase in the rate of interest pursuant to 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 consent2.06(b)), or release postpone the scheduled date of expiration or reduction of any Guarantor or all or substantially all of the Collateral, Commitment without the prior written consent of each Lender directly affected thereby, ;
(iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the provisions written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the definition or use of Disqualified Institutions shall require only the consent of the Required Lenders and the Loan Parties);
(v) change Section 2.10(d), Section 2.14(b), Section 2.14(c) or Section 9.01 or other corresponding sections of any other Loan Document in a manner that by its terms adversely affects would alter the rights in respect order of or the pro rata sharing of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class or setoffs required thereby, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 ;
(vi) change the percentage set forth in the definition of “Required Lenders”, “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the term “Interest Period” in number or percentage of Lenders (or Lenders of any way which would permit Interest Periods Class) required to be in excess of six months without regard to availability to Lenders waive, amend or (viii) modify any rights thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender (or each Lender of such Class, as the case may be);
(vii) release any Guarantor from its Guarantees, or limit its liability in respect of such Guarantee or release the Borrower from its obligations under the Loan Documents, without the written consent of each Lender;
(viii) except as expressly permitted in this Agreement or any Security Document, release any Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender;
(ix) subordinate the Obligations under the Loan Documents to any other Financial Indebtedness or the Liens on any of the Collateral without the written consent of each Lender;
(x) amend or otherwise modify Section 5.02 6.10 (or for the purposes of the Guarantee and Collateral Agreement and determining compliance with Section 6.10, any defined terms used therein), or (y) amendments, waivers and other modifications waive or consent to the definition any Default resulting from a breach of “Total Leverage Ratio” shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans Section 6.10 without the prior written consent of each Lender; provided that notwithstanding the Required Revolving Lenders foregoing, any waiver or consent with respect to any Default resulting from a breach of Section 6.10(d) shall be subject to written consent of all Lenders; and
(xi) amend or otherwise modify the holders definitions of more than 50% Designated Person, Sanctions Law, Sanctions Authority or Anti-Terrorism Law or Section 3.22, Section 5.21, Section 6.18, or Section 6.19 without the written consent of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; each Lender. provided, further, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender hereunder or under any other Loan Document Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the Issuing Bank case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent) if (1) by the terms of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with. Notwithstanding anything herein to the contrary, (i) any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms directly affects the rights or duties of the Lenders of a particular Class (but not the Lenders of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number of 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 such time and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the 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, or the Swingline maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.
(c) Notwithstanding anything Without the consent of any other person, the applicable Loan Party or Loan Parties or applicable Security Provider or Security Providers and the Administrative Agent and/or Collateral Agent may (in this Agreement its or the other Loan Documents their respective sole discretion, or shall, to the contrary, this Agreement may be amended to extend the maturity extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or Revolving Credit Commitmententer into any new agreement or instrument, with to effect the written consent granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Administrative AgentSecured Parties, Polyporeor as required by applicable Legal Requirements to give effect to, or protect any security interest for the Required Lenders and each extending Lender; provided benefit of the Secured Parties, in any property or assets so 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 participatesecurity interests therein comply with applicable Legal Requirements.
(d) FurthermoreNotwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan 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 Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment).
(e) Further, notwithstanding the foregoing, any provision of this Agreement and the Administrative Agentother Loan Documents may be amended to effect any Incremental Revolving Loan Amendment as, with and to the consent of Polyporeextent, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders provided in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan DocumentSection 2.19.
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Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Collateral 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, 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 Polypore 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Borrower and the Required Lenders; providedLenders or, howeverin the case of any other Loan Document, that (w) Polypore, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Arrangers may enter into an amendment to effect Loan Party or Loan Parties that are parties thereto, in each case with the provisions written consent 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)Required Lenders; (x) provided that, no such agreement under this Section 9.8(b) shall (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount ofof any Loan or LC Disbursement or reduce the rate of interest thereon, or extend reduce any Fees payable hereunder, without the written consent of each Lender affected thereby (except in connection with any waiver of the applicability of any post-default increase in interest rates); (iii) postpone the maturity of any Loan, or any scheduled date of payment of or installment otherwise due on the principal payment amount of any Term Loan under Section 2.09, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly affected thereby, ; (iiiv) increase change Section 2.14(b) or extend (c) in a manner that would alter the Commitment pro rata sharing of payments or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder to any Lender set-offs required thereby without the prior written consent of such each Lender, ; (iiiv) amend change the percentage set forth in the definition of “Required Lenders” or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of any Loan Document (including this Agreement 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, (A) release Holdings, Parent, Cayman III, any of the other Loan Documents requiring, by LuxCos and WH Capital from their respective Guarantees or limit its terms, the consent liability in respect of such Guarantee or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (B) release any Guarantor or all or substantially all of the CollateralSubsidiary 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 prior written consent of each Lender directly affected therebyLender; (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 written consent of each Lender; or (ivviii) change the any 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 any Class differently from the rights of Lenders than those 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; provided further that, (v1) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, or the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Collateral Agent, or the Swingline LenderIssuing 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) Notwithstanding anything If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement or as contemplated by Section 11.02(b), 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 is obtained but the Facility that consent of one or more of such other Lenders whose consent is being extended required is not obtained, then Borrower shall have the opportunity right to participate in replace one or more of 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 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 Required Lenders in order time of such replacement each such new Lender consents to correctthe proposed change, amend waiver, discharge or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documenttermination.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by any Agent or any Lender or the Issuing Bank 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 Issuing Bank each 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither Subject to the terms of the Intercreditor Agreement and paragraphs (c) and (d) below, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (which it shall do if so instructed by the Borrower and the Required Lenders; provided, however, that (w) Polypore), the Administrative Collateral Agent (in the case of any Security Document (which it shall do if so instructed by the Borrower and the Arrangers may enter into an amendment to effect Required Lenders)) and the provisions Loan Party or Loan Parties that are parties thereto, in each case with the written consent 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)Required Lenders; (x) provided that no such agreement under this Section 9.8(b) shall shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofor premium of any Loan or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby;
(iii) postpone or extend the maturity of any Loan, or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursementpayment, without the prior written consent of each Lender directly affected thereby;
(iv) change Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, (ii) increase or extend the 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 each Lender, ;
(iiiv) amend change the percentage set forth in the definition of "Required Lenders" or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of any Loan Document (including this Agreement Section) specifying the number or percentage of Lenders (or Lenders of any of the other Loan Documents requiringClass) required to waive, by its terms, the amend or modify any rights thereunder or make any determination or grant any 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 Collateralthereunder, without the prior written consent of each Lender directly affected thereby(or each Lender of such Class, as the case may be);
(ivvi) change except as required by the provisions of Intercreditor Agreement, release any Loan Document Guarantor from its Guarantee (except as expressly provided in a manner that by Article VII), or limit its terms adversely affects the rights liability in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class such Guarantee, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender;
(vii) except as required by the Intercreditor Agreement, amend release all or modify Section 5.02 a substantial portion of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the definition of “Total Leverage Ratio” shall not affect the determination Liens of the Applicable Percentage for Security Documents (except in connection with securing additional Obligations equally and ratably with the Revolving Facility other Obligations), or alter the Term Loans order of the application of proceeds from the sale of collateral as set forth in Section 9.03 hereof, in each case without the prior written consent of the Required Revolving Lenders or the holders of more than 50% each Lender; or
(viii) modify any of the aggregate unpaid principal amount rights, obligations or privileges of any Agent hereto (other than to cause such Agent to resign in accordance with Section 10.06 hereof) without the affected Term Loans then outstanding, respectivelyconsent of such Agent; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender hereunder or under any other Loan Document Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be, (2) any waiver, amendment or modification prior to the achievement of a Successful Syndication may not be effected without the written consent of the Arranger and (3) any waiver, amendment or modification of the Intercreditor Agreement (and any related definitions) may be effected by an agreement or agreements in writing entered into among the Collateral Agent, the Issuing Bank Administrative Agent and the Required Lenders (without the consent of any Loan Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the Swingline LenderLoan Parties or alter or impair any right of any Loan Party under the Loan Documents). 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 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, premium, if any, 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) Notwithstanding anything If, in connection with any proposed change, waiver, discharge or termination of the provisions of 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.contemplated by Sec-
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.14, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the 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 Agent party thereto and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 4.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 10.08 or the definition of the term terms “Required Revolving Lenders,” “Majority Lenders,” or any other provision of this Agreement 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or all or substantially all of the term “Interest Period” Subsidiary Guarantors from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be the case of a Subsidiary Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) effect any waiver, amend amendment or modify Section 5.02 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 Guarantee and 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), or
(viii) effect any waiver, amendment or modification that by its terms contractually subordinates (x) the Liens on all or substantially all of the Collateral Agreement and securing any of the Obligations to the Liens securing any other Indebtedness for borrowed money or (y) amendmentsany Obligations in contractual right of payment to any other Indebtedness for borrowed money (any such other Indebtedness, waivers to which such Liens securing any of the Obligations or such other obligations, as applicable, are subordinated (“Senior Indebtedness”), in either case of subclause (x) or (y), unless each adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender) of the Senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other modifications expenses in connection with the negotiation of the terms of such transaction, such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the definition extent such adversely affected 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 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 such adversely affected 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 ten Business Days; provided that any subordination expressly permitted by the Loan Documents and any “Total Leverage Ratiodebtor-in-possession” facility (or other financing to be incurred after a bankruptcy event of default) shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelybe restricted by this clause (viii); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the either Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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. Notwithstanding the Swingline Lender.
foregoing, (ci) Notwithstanding anything in this Agreement or only 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, Required Revolving Facility Lenders shall be required to (and only the Required Revolving Facility Lenders and each extending Lender; provided that each Lender under the Facility that is being extended shall have the opportunity to participate ability to) waive, amend or modify the conditions set forth in such extension on the same terms Section 4.01 and conditions as each other Lender under such Facility, but shall not be required to participate.
(dii) Furthermore, notwithstanding the foregoing, the Administrative Agent, with only the consent of Polypore, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Deferring Lenders in order to correctshall be required (and only the Required Deferring Lenders shall have the ability to) waive, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentmodify Section 6.16.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term “terms "Required Revolving Lenders” ," "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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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, any Lender or the any 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 Issuing Bank 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 Polypore 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 Polypore a Borrower or Holdings in any case shall entitle Polypore 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 of the Security Documents other Loan Document, nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers, Holdings 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 payment of any interest on any Loan or payment of any Fees accrued hereunder or waive or excuse any such payment or any part thereof 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 DisbursementDisbursement without the prior written consent of each Lender directly and adversely affected thereby, or waive or excuse any such payment or any part thereof, or (iii) decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby, (iiiv) increase or extend the 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 Lendereach Lender directly and adversely affected thereby, (iiiv) amend or modify the pro rata requirements of Section 2.16, 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, 2.17 without the prior written consent of each Lender directly and adversely affected thereby, (ivvi) change amend or modify the provisions of any Loan Document in a manner that by its terms adversely affects Section 9.04(k) or the rights in respect provisions of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class this Section 9.08 without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected ClassLender, (vvii) amend, modify or waive compliance by Polypore with the protections afforded to an SPC pursuant to the provisions of Section 4.19.04(j) without the written consent of such SPC, as it relates to an Event (viii) release all or substantially all the value of Default following a breach of any provision of this Agreement the Guarantees, without the prior written consent of each Lender, (ix) modify the Required Revolving definition of “Alternative Currency” without the prior written consent of all Multicurrency Lenders, (vix) reduce the percentage contained in the definition of the term “Required Lenders” 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 the Term Loan Commitments and Revolving Credit Commitments are included on the Restatement Effective Datedate hereofof this Agreement), or (viixi) 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 directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or ; provided further that (viiiw) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the any Issuing Bank or the a N.Z. Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the such Issuing Bank or the such N.Z. Swingline Lender.
, as the case may be, (cx) Notwithstanding anything 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 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 contraryLenders, this Agreement may be amended a written notice from the Required Lenders stating that the Required Lenders object to extend such amendment and (z) the maturity of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polypore, Lenders or the Required Lenders and each extending Lender; provided that each Lender under Lenders, as 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 Facilitycase may be, but shall not be required to participate.
(d) Furthermore, notwithstanding make any such changes necessary to be made in connection with any borrowing of Incremental Term Loans or the foregoing, the Administrative Agent, with the consent of Polypore, may amend, modify or supplement any Loan Document without the consent provision of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error Incremental Revolving Credit Commitments or other manifest error in any Loan Documentchanges otherwise expressly permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Cbre Group, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, any Lender or 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 each 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 any Agent, any Lender or the Issuing Bank may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither Except as provided in paragraphs (c) and (d) below, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Borrower and the Required Lenders; providedLenders or, however, that (w) Polypore, in 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, 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 case 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 ClassLoan Document, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates pursuant to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained agreement or agreements in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of writing entered into by the Administrative Agent, the Issuing Bank or Collateral Agent (in the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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 case of any Security Document) and the Loan Party or Revolving Credit CommitmentLoan Parties that are parties thereto, in each case with the written consent of the Administrative Agent, Polypore, the Required Lenders and each extending LenderLenders; provided that each Lender under the Facility that is being extended shall have the opportunity to participate in no such extension on the same terms and conditions as each other Lender under such Facility, but shall not be required to participate.agreement shall:
(di) Furthermore, notwithstanding increase the foregoing, the Administrative Agent, with the consent of Polypore, may amend, modify or supplement any Loan Document without the consent Commitment of any Lender or without 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.written consent of such Lender;
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, any Lender or 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 each Agent, the 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 Polypore the 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 Polypore the Borrowers or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 3.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 10.08 or the definition of the term 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 waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Revolving Credit Lender (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective 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 1.05 or the definition of “Alternative Currency” without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; Lender. provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the either Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything 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 and/or Collateral Agent, as applicable, may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent required by any Loan Document) enter into any amendment, this Agreement may be amended to extend the maturity modification or waiver of any Loan Document, or Revolving Credit Commitmententer into any new agreement or instrument, with to effect the written consent 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 Administrative AgentSecured Parties, Polyporeor as required by local law to give effect to, or protect any security interest for the Required Lenders and each extending Lender; provided that each Lender under benefit of 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 FacilitySecured Parties, 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 Documentproperty 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 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 Issuing Bank 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 Polypore 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 Polypore any Borrower or Holdings in any case shall entitle Polypore any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the 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 (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 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 Loan 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 Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly adversely affected thereby; provided that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute an extension of any date scheduled for the payment of principal or interest or a waiver or excuse of any such payment, (ii) except as provided in Section 2.24, increase or extend the Commitment or decrease or extend the date for payment of any Fees of (or any other amount actually due and payable hereunder to prepayment premium set forth in Section 2.12) of any Lender without the prior written consent of such Lender; provided that (x) the foregoing shall not apply to extensions effected in accordance with Section 2.22, and (y) the waiver of any condition precedent set forth in Article IV or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an increase or extension of any Commitment of any Lender, (iii) amend or modify the pro rata requirements of Section 2.16, eliminate 2.17 or reduce the voting rights sharing of any Lender under payments provisions of Section 2.18 or the provisions of this Section 9.8, change any other provision of this Agreement or any release all or substantially all of the other Loan value of the Guarantees under the Security 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 CollateralCollateral (except in a transaction expressly permitted in the Loan Documents), without the prior written consent of each Lender directly affected therebyLender, (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 protections afforded to an SPC pursuant to the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement 9.04(i) without the prior written consent of the Required Revolving Lenders, such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Datedate hereof), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Agent or the Swingline LenderCollateral 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.
(c) Notwithstanding anything to the contrary herein, in connection with any determination as to whether the requisite Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or the any other Loan Documents Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, any Lender (other than any Lender that is a Regulated Bank or an Affiliate of a Regulated Bank) that, as a result of its interest in any total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona fide market making activities), has a net short position with respect to the contraryLoans and/or Commitments (each, this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitmenta “Net Short Lender”), 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 Holdings, shall have no right to vote any of its Loans and Commitments and shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Net Short Lenders. For purposes of this provision, a “net short position” shall, with respect to a Lender, be the net position, if any, held by such Lender and that is remaining after deducting any long position that the Lender holds (i.e., a position (whether as an investor, lender or the Required Lenders in order to correctholder of debt obligations, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.including synthetic positions by way of derivatives such as credit default
Appears in 1 contract
Sources: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any Revolving 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any Revolving L/C Participation Fees of or any other amount actually due and fees payable hereunder 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 Defaults shall not constitute an increase in the Commitments of any Lender, );
(iii) extend any date on which payment of interest on any Loan, Revolving L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby;
(iv) amend or modify the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the pro rata requirements sharing of Section 2.16payments required thereby, eliminate or reduce without the voting rights prior written consent of each Lender adversely affected thereby;
(v) extend the stated expiration date of any Lender under this Section 9.8, change any other provision Revolving Letter of this Agreement or any of Credit beyond 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 CollateralRevolving Maturity Date, without the prior written consent of each Lender directly affected thereby, ;
(ivvi) change amend or modify 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 Classthis Section, (v) amendSection 9.04(a)(i), modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term terms “Required Lenders” ”, 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ;
(vii) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantees of the Subsidiary Loan Parties without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or and Issuing Bank; and
(viii) without the prior written consent of each Lender, amend or modify Section 5.02 any provision hereof or any other Loan Document if the effect of such amendment or modification would result in the Guarantee and Collateral Agreement and Obligations owed to any Specified Swap Counterparty or any Cash Management Bank ceasing to be secured without the consent of such Specified Swap Counterparty or Cash Management Bank (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 Lender or Agent that is an Affiliate of the Required Revolving Lenders such Specified Swap Counterparty or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, Cash Management Bank). provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, an Issuing Bank or the a Swingline Lender hereunder or under any the other Loan Document Documents without the prior written consent of the such Administrative Agent, the Collateral Agent, Issuing Bank 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 assignee of such Lender.
(c) Notwithstanding anything Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 extend add one or more additional credit facilities to this Agreement and to permit the maturity 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.
(e) Notwithstanding the foregoing, (i) 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 Commitments on the terms and conditions provided for in Section 2.20 and (ii) any Loan Document may be amended, modified, supplemented or Revolving Credit Commitment, waived with the written consent of the Administrative Agent, Polypore, Agent and the Required Lenders and each extending Lender; provided that each Lender under Borrower without the Facility that is being extended shall have the opportunity need 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 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 (ii), 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 order to correctconnection with any such amendment, amend modification, supplement or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentwaiver.
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Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any L/C Issuer or any Lender or the Issuing Bank 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 Issuing Bank L/C Issuers 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.12(b), neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 that waivers, amendments or modifications of (1) the RCF Financial Performance Covenants (or any of financial definitions or provisions used for the implementation of the RCF Financial Performance Covenants) will require only the consent of the Required Revolving Lenders under the Initial Revolving Facility, and waivers, amendments or modifications of the Loan Documents that affect solely the Revolving Lenders under a Revolving Facility (including any waiver, amendment or modification of any conditions to extensions of credit under such Revolving Facility, the making of any representations and warranties in respect thereof and the operation of such Revolving Facility) will require only the consent of the Required Revolving Lenders under the applicable Revolving Facility and (2) the TL Financial Performance Covenant (or any of financial definitions or provisions used for the implementation of the TL Financial Performance Covenant) will require only the consent of the Required Term Lenders under the Initial Term Facility, and waivers, amendments or modifications of the Loan Documents that affect solely the Term Lenders under a Term Loan Facility (including any waiver, amendment or modification of any conditions to extensions of credit under such Term Loan Facility, the making of any representations and warranties in respect thereof and the operation of such Term Loan Facility) will require only the consent of the Required Term Lenders under such Term Loan Facility; provided, howeverfurther, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on or any Loan or L/C Disbursementfee relating to, any 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 Commitment of any Lender or decrease or extend the date for payment of any Fees of or any other amount actually due and fees payable hereunder 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) amend extend or modify the pro rata requirements of Section 2.16, eliminate waive any scheduled amortization or reduce the voting rights amount due on any scheduled amortization or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the Fee is due or extend any payments made on any basis 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 Collateralthan a pro rata basis, without the prior written consent of each Lender directly and adversely affected thereby, thereby (it being understood that waivers of Defaults or Events of Default shall not constitute such an extension or waiver),
(iv) change the provisions of any Loan Document Section 2.16 or 7.02 in a manner that by its terms adversely affects would alter the rights in respect pro rata sharing of payments due to Lenders holding Loans (or the order of one Class differently from the rights application of Lenders holding Loans of any other Class payments) required thereby without the prior written consent of Lenders holding a majority in interest of the outstanding Loans each Lender adversely directly and unused Commitments of each adversely affected Class, thereby;
(v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in 9.08 or the definition of the term “Required Lenders”, “Required Revolving Lenders” or “Required Term Lenders” 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 or, in the case of any amendment or reduce the percentage contained in modification to the definition of the term “Required Revolving Lenders” or “Required Term Lenders”, without the prior written consent of each Revolving Credit Lender or each Term Lender, as applicable,
(it being understood that with vi) except as permitted hereunder, release all or substantially all the consent Collateral or release all or substantially all of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination value of the Required Lenders on substantially the same basis as 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 Guarantee of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) Guarantors, without the prior written consent of each Lender;
(vii) subordinate the payment priority of the Obligations or subordinate the Liens granted to the Collateral Agent (for the benefit of the Secured Parties) in the Collateral without the written consent of each Lender; or
(viii) waive, amend or modify any condition precedent in Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications 4.02 that is subject to the definition approval 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.each Lender;
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements waive any Installment Date or extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan 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 CollateralL/C Disbursement is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term “terms "Required Revolving Lenders” ," "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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.,
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Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term B Loan Installment Date or reduce the voting rights amount due on any Term B Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ;
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby;
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Fourth Amendment Effective Date), ;
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release any of the term “Interest Period” in Borrower or any way which would permit Interest Periods Subsidiary Guarantor from its Guarantee, unless such release occurs pursuant to be in excess of six months without regard to availability to Lenders or (viii) Section 9.18, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 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 Guarantee and Collateral Agreement and Majority Lenders participating in the adversely affected Facility (yit being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11); or
(viii) amendments, waivers and other modifications expressly change or waive any condition precedent in Section 4.02 to the definition of “Total Leverage Ratio” shall not affect the determination of the Applicable Percentage for the any Revolving Facility or the Term Loans Borrowing without the prior written consent of the Required Majority of Lenders under the Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyFacility; provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable and (B) any (x) amendment or modification to Section 6.10, 6.11 or 6.15 (or for the Swingline purposes of determining compliance with Section 6.10, 6.11 or 6.15, any defined terms used therein), (y) waiver of any Default or Event of Default resulting from a breach of Section 6.10, 6.11 or 6.15 or (z) alteration of the rights or remedies of the Required Lenders arising pursuant to Article VII as a result of a breach of Section 6.10, 6.11 or 6.15 shall, in each case, only require an agreement among the Borrower and the Majority Lenders under the Revolving Facility. 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) Notwithstanding anything 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 this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 (a) to extend add one or more additional credit facilities to this Agreement and to permit the maturity 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 B 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 Loan or Revolving Credit Commitmentdetermination of the Required Lenders.
(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Polypore, the Required Borrower and the Lenders and each extending Lenderproviding the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term B Loans of a particular Class (“Refinanced Term Loans”) with a replacement term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that each Lender under (a) the Facility that is being extended aggregate principal amount of such Replacement Term Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced Term Loans, (b) the same terms and conditions as each other Lender under Applicable Margin for such Facility, but Replacement Term Loans shall not be required higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to participatematurity 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 B Loans of such Class 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).
(df) Furthermore, notwithstanding Notwithstanding the foregoing, technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of Polyporethe 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 B Loans or Revolving Facility Loans, as applicable.
(g) For the avoidance of doubt and notwithstanding provisions to the contrary in this Section 9.08 or elsewhere in this Agreement, this Agreement may amend, modify be amended (or supplement any Loan Document without amended and restated) with the written consent of the Loan Parties and the Administrative Agent for the purpose of including one or more Incremental Loan Facilities contemplated and on the terms and conditions in Section 2.20, by (i) increasing the aggregate amount of Commitments under any Lender of the respective Facilities and (ii) adding one or more additional borrowing tranches hereunder and to provide for the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or ratable sharing of the benefits of this Agreement and the other manifest error in any Loan DocumentDocuments with the other commitments and Obligations contemplated herein and therein.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Fronting Bank or any Lender or the Issuing Bank 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 Issuing 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 Polypore 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 Polypore AAMM, the Borrower or any Guarantor in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender, (iiiv) amend or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of effect 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 amendment or consent, or release any Guarantor or all or substantially all modification 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 Section 2.11(b) or that by its terms adversely affects the rights in respect of payments due to or collateral of Lenders holding Loans of one Class participating in any Tranche differently from the rights those of Lenders holding Loans of any participating in other Class Tranches, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lenders participating in the adversely affected ClassTranche, 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 (vvi) amend, amend or modify or waive compliance by Polypore with the provisions of Section 4.12.09(d) or Section 2.16, as it relates to an Event of Default following a breach of any provision the provisions of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in Section or the definition of the term “"Required Lenders” ", 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 Guarantor 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 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Date), (vii) without the prior written consent of each Lender directly adversely affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender Fronting Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Agent or the Swingline Fronting 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.
(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
Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, any Lender or 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 each 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 any Agent, any Lender or the Issuing Bank may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither Except as provided in paragraphs (c) and (d) below, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided 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 shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofof any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, without the written consent of each Lender affected thereby;
(iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment date of any Reimbursement Obligation, or any date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly affected thereby, ;
(iiiv) increase change Section 2.14(b) or extend the 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, (iiic) amend or modify in a manner that would alter the pro rata requirements sharing of Section 2.16, eliminate payments 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 Collateralsetoffs required thereby, without the prior written consent of each Lender directly affected thereby, ;
(ivv) change the provisions percentage set forth in the definition of "Required Lenders" or any other provision of any Loan Document in a manner that by its terms adversely affects (including this Section) specifying the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights number or percentage of Lenders holding Loans (or Lenders of any other Class Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (or reduce the percentage contained in the definition each Lender 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 Lenderssuch Class, 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 Restatement Effective Datecase may be), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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
Sources: Credit Agreement (Ionics Inc)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, Collateral Agent or any Lender or the Issuing Bank other Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Notes Document or any Other Second 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 Issuing Bank Collateral Agent and the Lenders other Secured Parties hereunder and under the other Loan Notes Documents and any Other Second 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 Polypore 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 incurrence of any Other Second 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 Polypore any Pledgor in any case shall entitle Polypore any Pledgor 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 except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Pledgor or Pledgors with respect to which such waiver, amendment or modification is to effect apply, subject to any consent required in accordance with Article IX of the provisions of Section 2.23(b) upon Notes Indenture, and 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected therebyother Authorized Representative if and to the extent required by (and in accordance with) the applicable Other Second Lien Agreement, (ii) increase or extend and except as otherwise provided in the Commitment or decrease or extend the date for payment of any Fees of First Lien/Second Lien Intercreditor Agreement or any other amount actually due and payable hereunder any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of the Issuer as to whether any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of any Lender under amendment contemplated by 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, (iv5.09(b) 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lenderis permitted.
(c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in this Agreement or the other Loan Documents obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the contraryIssue Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitment, in consultation with the written consent Issuer, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the Administrative Agent, Polyporetime or times at which it would otherwise be required by this Agreement, 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 participateNotes Documents or any Other Second Lien Agreement.
(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 by the Collateral Agent or any Secured Party to exercise, and no delay of the Administrative Agentby any such Person in exercising, any Lender or the Issuing Bank in exercising any right, remedy, power or right privilege hereunder or under any other Loan Document shall impair such right, remedy, power or privilege or operate as a waiver thereof, ; nor shall any single or partial exercise of any such right right, remedy, power or power, or any abandonment or discontinuance of steps to enforce such a right or power, privilege hereunder preclude any other or further exercise thereof or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies of the Administrative Agentprivileges herein provided, the Issuing Bank and the Lenders hereunder and provided under the each other Loan Documents Document, are cumulative and are not exclusive independent of any rights rights, remedies, powers and privileges provided by Law. Any forbearance or remedies that they would otherwise havefailure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such rights, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore 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 6.02, 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 any Loan, issuance of a Letter of a Credit, the provision of any Cash Management Services or the provision of services under any Secured Hedge Agreement 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 demand on Polypore shall entitle Polypore to any other knowledge of such Default or further notice or demand in similar or other circumstancesEvent of Default at the time.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Grantor or Grantors with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any 11.01 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 ABL 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline LenderAgreement.
(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
Sources: Abl Security Agreement (Petco Health & Wellness Company, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agentby Mortgagee, any Lender or the Issuing Bank (as defined in the Revolving Credit Agreement) 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 AgentMortgagee, the Issuing Bank (as defined in the Revolving Credit Agreement) 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 Mortgage or consent to any departure by Polypore or any other Loan Party Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 27, 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 Loan or issuance of a letter of credit shall not be construed as a waiver of any Default, regardless of whether Mortgagee, any Lender or any Issuing Bank (as defined in the Revolving Credit Agreement) may have had notice or knowledge of such Default at the time. No notice or demand on Polypore any Grantor in any case shall entitle Polypore any Grantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents Mortgage nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; providedparties with respect to which such waiver, howeveramendment or modification is to apply, 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 Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any 9.02 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline LenderAgreement.
(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 by any Agent, any Lender or 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 each 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 (other than any Hedging Agreement) or consent to any departure by Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 any Agent, any Lender or the Issuing Bank may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, provided 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 shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofor premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby;
(iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment date of any Reimbursement Obligation, or any date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the prior written consent of each Lender directly affected thereby, ;
(iiiv) increase change Section 2.14(b) or extend (c) or Section 9.02 in a manner that would alter the Commitment or decrease or extend the date for payment of any Fees order of or any other amount actually due and payable hereunder to any Lender the pro rata sharing of payments or setoffs required thereby, without the prior written consent of such each Lender;
(v) solely in connection with a Permitted Acquisition, (iiiA) increase the total Commitments set forth on Annex III hereto, (B) increase the maximum Total Leverage Ratio permitted under Section 6.10(b) or (C) amend or modify clause (ii)(A)(ii) of the pro rata requirements definition of Section 2.16“Permitted Acquisition,” in each case, eliminate without the written consent of each Lender;
(vi) change the percentage set forth in the definition of “Required Lenders” or reduce the voting rights of any Lender under this Section 9.8, change any other provision of any Loan Document (including this Agreement 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 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 case may be);
(vii) release any Guarantor from its Guarantee (except as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the written consent of each Lender;
(viii) release all or substantially all of the CollateralCollateral 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 directly affected thereby, Lender;
(ivix) change the any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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;
(x) change the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(h) or change the application of prepayments of Term Loans set forth in Section 2.10(h), (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement in each case without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the and 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of holding more than 50% of the aggregate unpaid principal amount of the affected outstanding Term Loans then outstandingLoans;
(xi) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; or
(xii) waive, respectivelyamend, supplement or modify any provisions of the Intercreditor Agreement, without the written consent of the Supermajority Lenders; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender.
, as the case may be, (c2) Notwithstanding anything in 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 Loan Lenders), or the other Term Loan Documents 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 if such Class of Lenders were the only Class of Lenders hereunder at the time, and (3) any waiver, amendment or modification prior to the contraryachievement of a successful syndication of the credit facilities provided herein (as determined by the Arranger in its sole discretion) may not be effected without the written consent of the Arranger. Notwithstanding the foregoing, any provision of this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polyporeby an agreement in writing entered into by Borrower, the Required Lenders and each extending the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender; provided that ) 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, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under the Facility that this Agreement, and (z) Section 2.16(b) 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 participatecomplied with.
(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
Sources: First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore 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 Incremental Facility, Section 2.23 with respect with respect to any Extension and Section 9.08(d) with respect to any Replacement Term Loans or Replacement Revolving Facility, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Revolving Facility 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 Total Leverage Ratio, Secured Leverage Ratio or the Interest 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) 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),
(ii) increase or extend the Revolving Credit Commitment or decrease or extend the date for payment of any Fees of or any Lender (other amount actually due and payable hereunder than with respect to any Incremental Facility 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 Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend extend the Revolving Credit Commitment of any Lender or modify decrease the pro rata requirements Revolving Credit Commitment Fees or L/C Participation Fees without the prior written consent of Section 2.16such Lender (it being understood that waivers or modifications of conditions precedent, eliminate 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 maturity); provided, 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 Total Leverage Ratio, Secured Leverage Ratio or the Interest Coverage Ratio or the component definitions thereof shall not constitute a reduction in the Revolving Credit Commitment Fees for purposes of this clause (iii),
(iv) extend or waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults, Events of Default or mandatory prepayments shall not constitute any such extension, waiver or reduction); provided that (x) consent of Required Lenders shall not be required with respect to any waiver, amendment or modification contemplated by this clause (iv) change and (y) any amendment to the Total Leverage Ratio, the Secured Leverage Ratio, Interest Coverage Ratio or the component definitions thereof shall not constitute a reduction in Fees for purposes of this clause (iv),
(v) 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, amend or modify the provisions of any Loan Document Section 2.18(b) or (c) of this Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender directly and adversely affected thereby,
(vi) amend or modify the provisions of Sections 9.08(a), (b) or (c) or reduce the voting percentage contained set forth in the definition of the term “Required Revolving Lenders” ”, without the prior written consent of each Revolving Credit Lender directly and adversely affected thereby (it being understood that with Incremental Extensions of Credit, Extended Term Loans, Extended Revolving Facility Commitments (and the consent of the Required Lendersrelated credit exposure), Replacement Term Loans, any Replacement Revolving 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 Term Loan Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), or
(vii) without release all or substantially all the prior written consent Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of each Lender directly affected thereby, amend the definition all or substantially all of the term “Interest Period” Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in any way which would permit Interest Periods to be connection with a transaction permitted under Section 6.05) or in excess the other Loan Documents) under the Collateral Agreement, unless, in the case of six months without regard to availability to Lenders a Subsidiary Loan Party, all or (viii) 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, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 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) Notwithstanding anything 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 this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan or Revolving Credit Commitment, (x) with the written consent of the Administrative Agent, Polyporethe Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all or any portion of the outstanding Term Loans or Incremental Term Loans (such Loans, the Required Lenders and each extending Lender“Replaced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided provided, that each Lender under (a) the Facility that is being extended shall have the opportunity to participate in aggregate principal amount of such extension on the same terms and conditions as each other Lender under such Facility, but Replacement Term Loans shall not be required exceed the aggregate principal amount of such Replaced Term Loans (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), (b) the terms of Replacement Term Loans are not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to participate.
the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than any covenants or other provisions applicable only to periods after the later of the Final Maturity Date and the Final Revolving Termination Date (in each case, as of the date of incurrence of such Replacement Term Loans)), (c) such Replacement Term Loans has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Replaced Term Loans at the time of such refinancing and (d) Furthermore, notwithstanding the foregoing, the Administrative Agentany Lender or, with the consent of Polyporethe Borrower and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Loans or Commitments in respect of the applicable Facility to such person, the consent of the Administrative Agent (which consent shall not be unreasonably withheld), any person that would be an Eligible Assignee (other than to any Disqualified Institution or any natural person) may amendprovide such Replacement Term Loans and (y) with the written consent of the Administrative Agent, modify the Borrower and the Lenders providing the relevant Replacement Revolving Facility (as defined below) to permit the refinancing, replacement or supplement modification of all or any portion of the Revolving Facility or any Incremental Revolving Facility (a “Replaced Revolving Facility”) with a replacement revolving facility hereunder (a “Replacement Revolving Facility”); provided that (a) the aggregate amount of such Replacement Revolving Facility shall not exceed the aggregate amount of such Replaced Revolving 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), (b) the terms of any such Replacement Revolving Facility are (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms) not, taken as a whole, materially more favorable to the lenders providing such Replacement Revolving Facility than those applicable to the Replaced Revolving Facility (other than any covenants or other provisions applicable only to periods after the later of the Final Maturity Date and the Final Revolving Termination Date (in each case, as of the date of incurrence of such Replacement Revolving Facility)) and (c) any Lender or, with the consent of the Borrower and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Loans or Commitments in respect of the Revolving Facility 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 Revolving Facility; provided further that in respect of each of clauses (x) and (y) above, (i) any Non-Debt Fund Affiliate shall (A) be permitted (without Administrative Agent consent) to provide such Replacement Term Loans, it being understood that in connection with such Replacement Term Loans, any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.04 as if such Replacement Term Loans were Term Loans and (B) shall not provide any Replacement Revolving Facility and (ii) any Debt Fund Affiliate shall be permitted to provide any Replacement Term Loans or Replacement Revolving Facility (subject, in the case of any Replacement Revolving Facility to consent of the Administrative Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld)), provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.04 as if such Replacement Term Loans were Term Loans and the commitments and loans in respect of such Replacement Revolving Facility were Revolving Facility Commitments and Revolving Facility Loans, respectively.
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document Document, (a) the Borrower 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 Borrower and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f), (i) or (j) or 9.08(d), (b) if the Administrative Agent and the Borrower 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 Borrower shall be permitted to amend such provision and (c) guarantees, collateral security documents and related documents executed by 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 the Required Lenders waiver is delivered in order to correct(x) comply with local law or advice of local counsel, amend (y) cure ambiguities, omissions, mistakes or cure any ambiguitydefects or (z) cause such guarantee, inconsistency or defect or correct any typographical error collateral security document or other manifest error in any document to be consistent with this Agreement and the other Loan DocumentDocuments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.14, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 party thereto and the Agent party thereto and consented to by 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 and no such agreement shall be effective if it shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 4.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 10.08 or the definition of the term terms “Required Revolving Lenders,” “Majority Lenders,” or any other provision of this Agreement 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or all or substantially all of the term “Interest Period” Subsidiary Guarantors from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be the case of a Subsidiary Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) effect any waiver, amend amendment or modify Section 5.02 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 Guarantee and 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), or
(viii) effect any waiver, amendment or modification that by its terms contractually subordinates (x) the Liens on all or substantially all of the Collateral Agreement and securing any of the Obligations to the Liens securing any other Indebtedness for borrowed money or (y) amendmentsany Obligations in contractual right of payment to any other Indebtedness for borrowed money (any such other Indebtedness, waivers to which such Liens securing any of the Obligations or such other obligations, as applicable, are subordinated (“Senior Indebtedness”), in either case of subclause (x) or (y), unless each adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender) of the Senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other modifications expenses in connection with the negotiation of the terms of such transaction, such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the definition extent such adversely affected 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 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 such adversely affected 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 ten Business Days; provided that any subordination expressly permitted by the Loan Documents and any “Total Leverage Ratiodebtor-in-possession” facility (or other financing to be incurred after a bankruptcy event of default) shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelybe restricted by this clause (viii); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the either Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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. Notwithstanding the Swingline Lenderforegoing, only the consent of the Required Revolving Facility Lenders shall be required to (and only the Required Revolving Facility Lenders shall have the ability to) waive, amend or modify the conditions set forth in Section 4.01.
(c) Notwithstanding anything Without the consent of any Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent, as applicable, may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Administrative Agent, PolyporeRequired 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 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 participateLenders.
(de) Furthermore, notwithstanding Notwithstanding the foregoing, technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of Polyporethe Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Incremental Revolving Loans, as may amendbe necessary to establish such Revolving Facility Loans as a separate Class or tranche from the existing Revolving Facility Commitments. Notwithstanding anything herein to the contrary, modify if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or supplement in any Loan Document without the consent of other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the Required Lenders maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in order accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to correctsuch Lender or such Issuing Bank, amend shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentsuch Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, 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 party thereto and the Administrative Agent and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Maturity Date (for the avoidance of doubt, it being understood that any such extension would affect all the Revolving Facility Lenders), 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,” “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 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 2.16, eliminate or reduce the voting rights of any Lender under this (other than as provided in Section 9.8, change 2.21) or decrease the Commitment Fees or L/C Participation Fees or other fees of 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, Lender without the prior written consent of each Lender directly affected therebythereby (it being understood that waivers or modifications of conditions precedent, (iv) change covenants, Defaults or Events of Default or of a mandatory reduction in the provisions 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 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 or 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 ClassL/C Disbursement or any Fees is due, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(iv) (x) amend the provisions of Section 2.10(b), 2.11(a) or reduce the percentage contained in the definition 2.18 of this Agreement or Section 5.02 of the term “Required Revolving Lenders” applicable Collateral Agreement, or any analogous provision of any other Security Document, in a manner that would by its terms alter the sharing or order of payments required thereby, without the prior written consent of each Revolving Credit Lender adversely affected thereby, or (y) amend the provisions of Section 5.07 hereof so as to reduce the frequency of required Collateral Audits and appraisals hereunder, without the prior written consent of each Lender adversely affected thereby,
(v) 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,
(vi) amend or modify the provisions of this Section 9.08 or the definition of the terms, “Required Lenders”, “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 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(vii) release all or substantially all the Collateral or release any of Holdings, the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the applicable Collateral Agreement, 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,
(viii) contractually subordinate all or substantially all of the Obligations or the Liens granted to the Collateral Agent pursuant to the Loan Documents without the prior written consent of each Lender directly adversely affected thereby, or
(ix) amend those portions of Sections 2.01(b) and (c) which require the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 affected Lender without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyall Lenders; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative an Agent, the an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative such Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent, the Co-Documentation Agents or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings 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) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Polyporethe Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Revolving Facility Commitments on substantially the same basis as the Revolving Facility Loans.
(f) 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 amend, modify not be increased or supplement any Loan Document extended without the consent of any Lender or such Lender, (2) 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 date on which payment of interest on any Loan Documentor 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 9.08 may not be amended or modified without the prior written consent of such Lender to the extent such Lender is adversely affected thereby.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 Collateral Agent and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any New Term Loan Installment Date or reduce the voting rights amount due on any New Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Amendment Effective Date),
(vi) release all or substantially all the Collateral or release any of Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement, (vii) without unless, in the prior written consent case of each Lender directly affected therebya Subsidiary Loan Party, amend all or substantially all the definition Equity Interests of the term “Interest Period” such Subsidiary Loan Party is sold or otherwise disposed of in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in other Facilities, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything 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 this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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, Holdings and the Borrower (a) to extend add one or more additional credit facilities to this Agreement and to permit the maturity 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 New Term Loans and the New 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 Loan or Revolving Credit Commitmentdetermination of the Required Lenders.
(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, PolyporeHoldings, the Required Borrower and the Lenders and each extending Lenderproviding the relevant Replacement New Term Loans (as defined below) to permit the refinancing of all outstanding New Term Loans (“Refinanced New Term Loans”) with a replacement term loan tranche hereunder which shall be Loans hereunder (“Replacement New Term Loans”); provided that each Lender under (a) the Facility that is being extended aggregate principal amount of such Replacement New Term Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced New Term Loans, (b) the same terms and conditions as each other Lender under Applicable Margin for such Facility, but Replacement New Term Loans shall not be required higher than the Applicable Margin for such Refinanced New Term Loans, (c) the weighted average life to participatematurity of such Replacement New Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced New Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement New Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement New Term Loans than, those applicable to such Refinanced New 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 New Term Loans and not to the New Revolving Facility Loans).
(df) Furthermore, notwithstanding Notwithstanding the foregoing, technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of PolyporeHoldings and the Borrower and the Administrative Agent to the extent necessary to integrate any Additional New Term Loan Commitments or Additional New Revolving Facility Commitments on substantially the same basis as the New Term Loans or New Revolving Facility Loans, 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 Documentas applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore 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 of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) 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,
(vii) effect any waiver, amendment or modification of any Loan Document that would alter the relative priorities of the rights of the Secured Parties in the Collateral, or
(viii) amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition of “Total Leverage RatioIssuing Bank Sublimit” shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Issuing Bank; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, 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 consent 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 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 DocumentLenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Nuance Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or 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 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 Polypore Holdings, 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, to the extent permitted by applicable Requirements of Law, neither the making of any Loan nor the issuance of any Letter of Credit shall be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the Borrower and the Required Lenders (or, (A) in respect of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than 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 and consented to by 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, or reduce or forgive any premiums (including, for the avoidance of doubt, the Applicable Premium, if any) payable with respect to, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), 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 Commitment of any Lender, or decrease or extend the date for payment of any Commitment Fees, L/C Participation Fees of or any other amount actually due and payable hereunder to 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) amend extend or modify the pro rata requirements waive any Term Loan Installment Date or any other scheduled payment date of Section 2.16principal, eliminate or reduce the voting rights amount due on any Term Loan Installment Date or waive, forgive, defer, extend or postpone any payment of interest on any Loan or any L/C Disbursement or any Fees or premiums (including, for the avoidance of doubt, the Applicable Premium, if any) 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) (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 (other than Section 2.11(e), (f) or (g)) so long as the application of any Lender prepayment or Commitment reduction still required to be made is not changed),
(iv) amend the provisions of Section 7.02, the definitions of the terms “Super-Priority Obligations” hereunder or “Super-Priority Secured Obligations” under this the First Lien/First Lien Intercreditor Agreement, Section 9.8, change any other provision 2.10(c) or (d) or Section 2.18(b) or (c) of this Agreement or any provision of the other Loan Documents requiringFirst Lien/First Lien Intercreditor Agreement, in each case, in a manner that, directly or indirectly, would by its terms, terms alter the consent pro rata sharing and/or the application of payments 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 Collateralproceeds required thereby, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby, thereby shall be the only consent required hereunder to make such modification),
(ivv) change amend or modify 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 this Section 9.08 or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term terms “Required Lenders,” “Majority Lenders,” “Required Prepayment Lenders,” “Required Revolving Facility Lenders,” “Required Super-Priority Lenders,”, “Super Majority Lenders,” “Super Majority Super-Priority 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 or reduce adversely affected thereby, in each case except, for the percentage contained avoidance of doubt, as otherwise provided in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender Section 9.08(d) and (e) (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release, in a single transaction or series of related transactions, all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the Subsidiary Guarantee Agreement and/or the Holdings Guarantee and Pledge 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 (as in effect on the Closing Date), (vii) without the prior written consent of each Lender directly affected therebyother than a Defaulting Lender,
(vii) release, amend in a single transaction or series of related transactions, any Material Intellectual Property unless such Material Intellectual Property is sold or otherwise disposed of in a transaction permitted by this Agreement (as in effect on the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) date hereof), without the prior written consent of each Lender other than a Defaulting Lender,
(viii) effect any waiver, amend amendment or modify Section 5.02 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 Guarantee and Collateral Agreement Majority Lenders participating in the adversely affected Facility except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (ye) amendments(it being agreed that the Required Lenders may waive, waivers and 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),
(ix) permit, directly or indirectly, the Borrower or any other modifications Loan Party to designate, or have the effect of designating, Subsidiaries as “Unrestricted Subsidiaries” (or similar term used to designate a Subsidiary that is not subject to the definition covenants set forth in this Agreement) under the Loan Documents, transfer to, or hold assets in, “Unrestricted Subsidiaries” (or similar term), or the release, or have the effect of “Total Leverage Ratio” shall not affect the determination releasing, of any Guarantee of the Applicable Percentage for Obligations under the Revolving Facility Loan Documents and any Lien on Collateral to secure any such Guarantee, in each case, in connection with or following of the Term Loans designation of any person as an “Unrestricted Subsidiary” (or similar term), without the prior written consent of the Required Revolving Lenders each Lender other than a Defaulting Lender, or
(x) amend, modify or waive (w) Section 6.12 or the holders definition of more than 50% “Material Intellectual Property”, (x) the last proviso set forth in Section 6.01(m), the last sentence of the aggregate unpaid principal amount fourth to last paragraph of Section 6.01 or the affected Term Loans then outstandinglast paragraph of Section 6.01, respectively; (y) Section 9.04(i) to permit Holdings or any of its Subsidiaries to consummate a Permitted Loan Purchase with consideration other than cash or (z) the proviso set forth in Section 9.18(b)(i), in each case, without the prior written consent of each Lender other than a Defaulting Lender, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent, the Administrative Agent, the Swingline Lender or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Collateral Agent, the Administrative Agent, the Swingline Lender 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. Notwithstanding anything to the Swingline contrary herein, no Defaulting Lender shall have the 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 affected 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Notwithstanding anything Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (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 holders of Other First Liens 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 or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding the foregoing or any other Loan Documents to the contraryclause of this Section 9.08, this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Administrative AgentRequired Lenders or, Polyporein the case of extensions of credit that have priority under the Priority Waterfall and are not otherwise permitted to be incurred under this Agreement, the Required Lenders and the Required Super-Priority Lenders as set forth in Section 9.08(k)), the Administrative Agent, Holdings and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time (including, to the extent applicable, extensions of credit that may have priority under the Priority Waterfall) 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 Revolving Facility Loans and the accrued interest and fees 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, Required Prepayment Lenders, Required Super-Majority Lenders, Super Majority Lenders, Super Majority Super-Priority Lenders and the Required Revolving Facility Lenders.
(e) Notwithstanding the foregoing or any other clause of this Section 9.08, 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 integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Revolving Facility Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Revolving Facility Commitments as a separate Class or tranche from the existing Term Facilities or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt (including, for the avoidance of doubt, Other First Lien Debt that has priority under the Priority Waterfall) or (C) to cure any ambiguity, omission, defect or inconsistency.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each extending Lender; provided that Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender under the Facility that is being extended shall have the opportunity holding Class Loans will be deemed to participate in such extension hold its Pro Rata Share of each Class Loan on the same terms Applicable Date (but without changing the amount of any such Lender’s Term Loans), and conditions each such Lender shall be deemed to have effectuated such assignments as each other shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender under on the Applicable Date is the ratio of (1) the sum of such Facility▇▇▇▇▇▇’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) 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 required obligated) to participate.
(d) Furthermore, notwithstanding the foregoing, deliver to the Administrative AgentAgent 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 consent material documentation relating to such Indebtedness or a description of Polypore, may amend, modify or supplement any Loan Document without such Indebtedness (including a description of the consent of any Lender Liens intended to secure the same or the Required Lenders subordination provisions thereof, as applicable) in order reasonably sufficient detail to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.be able to make the determ
Appears in 1 contract
Sources: First Lien Credit Agreement (Rackspace Technology, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, Agents or any Lender or the Issuing Bank 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 Issuing Bank 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 Polypore the Loan Parties 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 Polypore the Loan Parties in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Sections 2.20 and 2.21, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or otherwise modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers and the Required Lenders; provided, however, that Lenders (w) Polypore, or the Administrative Agent with the consent of the Required Lenders, or the Collateral Agent with the written consent of the Administrative Agent) and (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrowers (or, as the case may be, the applicable other Loan Parties or the Borrowers, as the case may be) and the Arrangers may enter into an amendment Collateral Agent or the Administrative Agent, as applicable and consented to effect by the provisions Required Lenders (or, in the case of Section 2.23(b) upon the effectiveness of any Incremental Assumption Agreement (and any such amendment shall in any event be deemed Collateral Agent, consented to have occurred upon such effectivenessby the Administrative Agent); (x) provided that no such agreement under this Section 9.8(b) shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly and adversely affected thereby, ; provided that that any waiver of all or a portion of any post-default increase in interest rates shall be effective upon the consent of the Required Lenders;
(ii) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any Fees of or any other amount actually due and fees payable hereunder 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) amend extend any date on which payment of interest on any Loan or modify the pro rata requirements of Section 2.16, eliminate any Fees 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 Collateralpayment hereunder is due, without the prior written consent of each Lender directly and adversely affected thereby, thereby (other than as a result of a waiver of a required prepayment or required offer to prepay pursuant to Section 2.10);
(iv) change the order of application of any 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 Loan Document provision hereof that establishes the pro rata treatment among the Lenders in a manner that would by its terms adversely affects such change alter the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any pro rata sharing or other Class without the prior written consent of Lenders holding a majority in interest pro rata treatment 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby;
(v) amend or reduce modify the percentage contained in provisions of this Section 9.08 or any requirement of Article IV or the definition of the term terms “Required Revolving 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 Revolving Credit Lender Lender;
(it being understood that with vi) amend, modify or waive this Agreement (including, without limitation, Section 9.23) or any other Loan Document so as to alter the ratable treatment of Obligations arising under the Loan Documents and Secured Obligations arising under Secured Swap Agreements or the definition of “Secured Swap Agreement Counterparty”, “Secured Swap Agreement”, “Secured Obligations” or “Secured Swap Obligations” (as defined in this Agreement or any applicable Loan Document), in each case in a manner adverse to any Secured Swap Agreement Counterparty without the written consent of the Required Lenders, additional extensions of credit pursuant to this any such Secured Swap 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 Restatement Effective Date), Counterparty; and
(vii) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantee of the Guarantors under the Collateral Agreement without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications except to the definition extent 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelya release in connection with a transaction permitted by Section 6.05); provided, further, that no such agreement shall amend, modify or otherwise affect the rights rights, duties, obligations, protections, privileges, indemnities or duties immunities of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender Collateral Agent hereunder or under any the other Loan Document Documents, without the prior written consent of the such Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the Issuing Bank 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 Swingline 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) Notwithstanding anything in this Agreement Without the consent of any Lender, the Borrowers (or the other applicable Loan Documents Parties, as the case may be) and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the contraryextent required by any Loan Document) enter into any amendment, this Agreement may be amended to extend the maturity modification or waiver of any Loan Document, or Revolving Credit Commitmententer 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 (or the Collateral Agent, Polyporeas the case may be) and the Borrowers (or the applicable Loan Parties, as the Required Lenders and each extending Lender; provided that each Lender under case may be) without the Facility that is being extended shall have the opportunity need 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 obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to (i) cure an ambiguity, omission, mistake or defect in such Loan Document, (ii) make administrative and operational changes not adverse to any Lender, (iii) otherwise enhance the rights and benefits of Lenders, or (iv) adhere to local law or the reasonable advice of local counsel; 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 Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in order connection with any such amendment, modification, supplement or waiver.
(e) Notwithstanding anything to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error the contrary in any Loan Document, the Borrowers and the Administrative Agent may enter into any Incremental Amendment in accordance with Section 2.21 and any Extension Amendment in accordance with Section 2.20 and such Incremental Amendments and Extension Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document. In addition, in connection with the incurrence of any Loans intended to be secured on a pari passu or junior basis in right of priority to the Obligations or intended to be unsecured pursuant to any Incremental Amendment, the Borrowers, the Administrative Agent and/or the Collateral Agent may, without the need to obtain consent of any other Lender, make changes to the Loan Documents reasonably satisfactory to the Borrowers, the Administrative Agent and/or the Collateral Agent to reflect the status of such Loans.
Appears in 1 contract
Sources: Credit Agreement (Global Infrastructure Investors III, LLC)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, Collateral Agent or any Lender or the Issuing Bank other Secured Party in exercising any right or power or right hereunder or under any other Loan Transaction Document shall operate as a waiver thereof, 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 Issuing Bank Collateral Agent and the Lenders Secured Parties hereunder and under the other Loan Transaction Documents are cumulative and are not exclusive of any rights or remedies that they the Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.02, 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 Loan shall not be construed as a waiver of any Default hereunder, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on Polypore any Loan Party in any case shall entitle Polypore any Loan Party 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 except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Bird Rides with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.16, 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 required 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 accordance with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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 LenderAgreement; 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 FacilityCollateral Agent may, 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 other Secured Party, consent to a departure by Bird Rides from any covenant set forth herein to the extent such departure is consistent with the authority of the Collateral Agent or Administrative Agent set forth in 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 DocumentCredit Agreement.
Appears in 1 contract
Sources: Pledge and Collateral Agreement (Bird Global, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrower 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 and the Collateral Agent and consented to by the Required Lenders (provided that amendments to the intercreditor provisions of the Security and Intercreditor Agreement shall require the consent of the Loan Parties only to the extent provided therein; provided that any such amendment that adversely affects the Loan Parties shall require the consent of the Loan Parties); 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan L/C Borrowing or any L/C Disbursement, without the prior written consent of each Lender directly affected thereby, ;
(ii) increase or extend the Commitment Participation Obligation of any Lender or decrease the L/C Participation Fees or extend the date for payment other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Participation Obligation shall not constitute an increase of the Participation Obligation of any Lender, );
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement L/C Borrowing or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ;
(iv) change amend or modify the provisions of any Loan Document Section 2.12(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby;
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term “Required Revolving LendersLender,” without or any other provision hereof specifying the prior written number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent of each Revolving Credit Lender (it being understood that with the consent of the Required Lendershereunder, 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 Restatement Effective Date), (vii) without the prior written consent of each Lender directly adversely affected thereby;
(vi) except as otherwise expressly permitted by the Security and Intercreditor Agreement, amend release all or substantially all the definition Collateral or release any of the term “Interest Period” in Borrower or any way which would permit Interest Periods Subsidiary Guarantor from its Guarantee, unless such release occurs pursuant to be in excess of six months without regard to availability to Lenders or (viii) Section 10.18, without the prior written consent of each Lender, ;
(vii) [reserved];
(viii) [reserved];
(ix) amend or modify Section 5.02 the Superpriority Claim status of the Guarantee and Collateral Agreement and (y) amendments, waivers and Lenders under the Orders or under any 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 Loan Documents without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender; provided, further, that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent an Issuing Bank hereunder or the Swingline Lender hereunder or under any other Loan Document Collateral Agent without the prior written consent of the Administrative Agent, the such Issuing Bank or the Swingline LenderCollateral Agent, as applicable, acting as such, at the effective date of such agreement, as applicable and (y) the renewal or extension of maturity date of any Letter of Credit expressly contemplated by Section 2.01 shall not be considered to be an amendment or modification that is subject to this Section 10.08(b).
(c) Notwithstanding anything Without the consent of the Lead Arranger or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent required by any Loan Document) enter into any amendment, this Agreement may be amended to extend the maturity modification or waiver of any Loan Document, or Revolving Credit Commitmententer into any new agreement or instrument, with to effect the written consent granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Administrative AgentSecured Parties, Polyporeor as required by local law to give effect to, or protect any security interest for the Required Lenders and each extending Lender; provided benefit of the Secured Parties, in any property or so 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 participatesecurity interests therein comply with applicable law.
(d) Furthermore, notwithstanding [Reserved.]
(e) Notwithstanding anything herein to the foregoingcontrary, the Administrative Agent, with the consent of Polyporethe Borrower or other applicable Loan Parties only, 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 inconsistency, omission, mistake or defect or correct any typographical error or other manifest error in any Loan Document. For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall limit the effect of Section 10.05(b) of the Security and Intercreditor Agreement, including with respect to any amendment, restatement, supplement, waiver or other modification to Articles III, V, VI and VII hereof.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, Collateral Agent or any Lender or the Issuing Bank other Secured Party in exercising any right or power or right hereunder or under any other Loan Note Document shall operate as a waiver thereof, 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 Issuing Bank Collateral Agent and the Lenders Secured Parties hereunder and under the other Loan Note Documents are cumulative and are not exclusive of any rights or remedies that they the Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore or any other Loan Note Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.02, 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 purchase of a Note shall not be construed as a waiver of any Default hereunder, regardless of whether the Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on Polypore any Note Party in any case shall entitle Polypore any Note Party 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 except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Grantors with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.16, 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 required 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 accordance with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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 LenderNote Purchase Agreement; 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 FacilityCollateral Agent may, 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 other Secured Party, consent to a departure by the any of Grantors from any covenant set forth herein to the extent such departure is consistent with the authority of the Collateral Agent or Collateral Agent set forth in 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 DocumentNote Purchase Agreement.
Appears in 1 contract
Sources: Pledge and Collateral Agreement (Bird Global, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.14, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof of this Agreement or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the 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 Agent party thereto and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of Section 4.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 10.08 or the definition of the term terms “Required Revolving Lenders,” “Majority Lenders,” or any other provision of this Agreement 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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or all or substantially all of the term “Interest Period” Subsidiary Guarantors from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be the case of a Subsidiary Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or
(vii) effect any waiver, amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the either Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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. Notwithstanding the Swingline Lenderforegoing, (i) only the consent of the Required Revolving Facility Lenders shall be required to (and only the Required Revolving Facility Lenders shall have the ability to) waive, amend or modify the conditions set forth in Section 4.01 and (ii) only the consent of the Required Deferring Lenders shall be required (and only the Required Deferring Lenders shall have the ability to) waive, amend or modify Section 6.16.
(c) Notwithstanding anything Without the consent of any Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent, as applicable, may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Administrative Agent, PolyporeRequired Lenders, the Administrative Agent and the Borrowers (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 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 participateLenders.
(de) Furthermore, notwithstanding Notwithstanding the foregoing, technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of Polyporethe Borrowers and the Administrative Agent to the extent necessary to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Incremental Revolving Loans or Other Incremental Term Loans, as may amendbe necessary to establish such Incremental Term Loan Commitments or Revolving Facility Loans as a separate Class or tranche from the existing Term Loan Commitments or Incremental Revolving Facility Commitments. Notwithstanding anything herein to the contrary, modify if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or supplement in any Loan Document without the consent of other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the Required Lenders maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in order accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to correctsuch Lender or such Issuing Bank, amend shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentsuch Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or the Issuing Bank Secured Party 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 Issuing Bank and the Lenders Secured Parties 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor . Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements Agents in writing entered into by Polypore and accordance with Section 7.02 for the Required Lendersbenefit of all the Secured Parties; provided, however, that the foregoing shall not prohibit (wi) Polyporethe Agents from exercising on their own behalf the rights and remedies that inure to their benefit (solely in its capacity as an Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (iii) the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder and under the other Loan Documents, (iv) any Lender from exercising setoff rights in accordance with Section 9.06 (subject to the terms of Section 2.18), or (v) subject to Section 8.11, any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Insolvency Law.
(b) Any amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Fee Letters or any Credit Document), and any consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective if the same shall be in writing and signed by the Required Lenders and the Borrower (or by the Australian Agent or, if the Security Trustee is a party to the relevant Loan Document and the Australian Agent is not, the Administrative Security Trustee (in either case, with the prior written consent of the Required Lenders) and the Borrower), provided that such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided further that (x) any provision of this Agreement or any other Loan Document (other than a Loan Document to which the Security Trustee and no other Agent is a party) may be amended by an agreement in writing signed by the US Agent and the Arrangers may enter into an amendment Borrower to effect cure any ambiguity, omission, defect or inconsistency so long as, in each case, the provisions Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Australian Agent shall not have received, within five (5) Business Days of Section 2.23(b) upon the effectiveness date of any Incremental Assumption Agreement such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, and (and any such amendment shall in any event be deemed to have occurred upon such effectiveness); (xy) no such agreement under this Section 9.8(b) shall amendment, waiver or consent shall:
(i) decrease extend the Maturity Date of or increase the stated amount of any Revolving Commitment of any Lender (or reinstate any Revolving Commitment of any Lender terminated pursuant to the terms hereof) without the written consent of such Lender;
(ii) postpone any date fixed by this Agreement for any scheduled payment (but not any prepayment) of principal, interest or fees due to any Lender hereunder without the written consent of such Lender;
(iii) reduce 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 Loan 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 specified herein on, any Loan or L/C Disbursement, Credit Disbursement or any interest or Fees payable hereunder without the prior written consent of each Lender directly affected therebythereby (it being understood and agreed that any change in the definition of “Leverage Ratio”, or in the component definitions thereof, shall not constitute a reduction of rate of interest or any interest or Fees payable hereunder);
(iiiv) increase change any provision of this Section, or extend the Commitment or decrease or extend the date for payment percentage specified in definition of any Fees of “Required Lenders” or any other amount actually due and payable provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder to or make any Lender without the prior written determination or grant any consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.16, 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 Collateralhereunder, 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) amendexcept as expressly permitted hereunder or under any Security Document, modify or waive compliance (A) release the guaranty provided by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement Parent hereunder without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, or (B) release all or substantially all of the value of the guaranties provided by the other Guarantors hereunder or all or substantially all of the Collateral without the written consent of each Lender;
(vi) amend the order of application provided in Section 7.05 without the written consent of each Financing Party adversely affected thereby; or
(vii) amend or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications protections afforded to an SPC pursuant to the definition provisions of “Total Leverage Ratio” shall not affect the determination of the Applicable Percentage for the Revolving Facility or the Term Loans Section 9.04(g) without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstandingsuch SPC, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative any Agent, the Issuing Bank or the Swingline Swing Line Lender hereunder or under any other Loan Document without the prior written consent of the Administrative such Agent, the Issuing Bank or the Swingline Swing Line Lender.
(c) , respectively. Notwithstanding anything in this Agreement to the contrary herein, no Defaulting Lender shall have any right to approve or the disapprove any amendment, waiver or consent hereunder or under any other Loan Documents to Document (and any amendment, waiver or consent which by its terms requires the contraryconsent of all Lenders, this Agreement Required Lenders or each affected Lender 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, effected with the consent of Polyporethe Lenders other than Defaulting Lender); provided that any such amendment, may amendwaiver or consent referred to in clause (b)(i), modify (ii) or supplement (iii) above that, but for this sentence, would require the prior written consent of such Defaulting Lender, will continue to require the consent of such Defaulting Lender; and provided further that any such amendment, waiver or consent requiring the consent of all Lenders, such Lender or each affected Lender that by its terms affects any Defaulting Lender more adversely than any other Lender whose consent is so required shall require the consent of such Defaulting Lender. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document without as a result of the consent existence of any Lender obligations owed to it under Hedging Agreements 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 DocumentBanking Services Obligations.
Appears in 1 contract
Sources: Syndicated Facility Agreement (Oil States International, Inc)
Waivers; Amendment. (a) i. No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore Holdings, the Borrowers 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 Polypore Holdings, the Borrowers or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) ii. Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the Borrowers and the Required Lenders (or, in respect of any waiver, amendment or modification of Section 6.11, the Majority Lenders of the Revolving Facility rather than 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 and consented to by 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) shall: decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable 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 financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii) i), increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, (iv) change amend the provisions of Section 5.02 of the Collateral Agreement (or any Loan Document analogous provision of any of the Security Documents) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby, amend or reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Fourth Restatement Effective Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition release all or substantially all of the term “Interest Period” Collateral or release any of Holdings, the Borrowers or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender; effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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.
iii. Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (c) Notwithstanding anything in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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.
iv. Notwithstanding the foregoing, this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings and the Borrowers (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 Revolving Facility Loans and the accrued interest and fees 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.
v. Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Polyporethe Borrowers and the Administrative Agent to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may amend, modify be necessary to establish such Incremental Term Loan Commitments or supplement any Revolving Facility Loans as a separate Class or tranche from the existing Term B Loan Document without the consent of any Lender Commitments or the Required Lenders in order Incremental Revolving Facility Commitments or (B) to correct, amend or cure any ambiguity, inconsistency or omission, defect or correct inconsistency that does not adversely affect any typographical error or other manifest error in any Loan DocumentLender.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Collateral 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, 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers 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 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 (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 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 ofof any Loan or LC Disbursement or reduce the rate of interest thereon (other than to waive default interest under Section 2.06(c) to the extent a waiver of the underlying default giving rise to such default interest does not require a vote of all Lenders), or extend reduce or forgive any Fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Final Maturity Date, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, 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 Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or set-offs required thereby, without the written consent of each Lender, (v) 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 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 written consent of each Lender, (viii) change any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Dateix), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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
Sources: Credit Agreement (Massey Energy Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings (prior to a Qualified IPO), 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 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of any Loan Document Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings (prior to a Qualified IPO), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition Borrower or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything 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 this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings 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 Polyporethe 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, 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 Documentas applicable.
Appears in 1 contract
Sources: Credit Agreement (Noranda Aluminum Acquisition CORP)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the each Issuing Bank and the Lenders hereunder and under the 138 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 Collateral Agent and consented to by 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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Installment Date or reduce the voting rights amount due on any Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term “terms "Required Revolving Lenders” ," "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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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 by the Administrative Agent, any Lender or the Issuing Bank Collateral Agent in exercising any right or power or right hereunder or under any other Loan Security 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 Issuing Bank and the Lenders hereunder and Collateral Agent under the other Loan Security 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 Security Document or consent to any departure by Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 Collateral Agent or any other Secured Party may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to effect apply, subject to any consent required in accordance with Section 10.02 of the provisions Credit Agreement; provided that after the occurrence of Section 2.23(b) upon and during the effectiveness continuance of any Incremental Assumption Agreement (and any such amendment shall in any event be deemed to have occurred upon such effectiveness); (x) a Triggering Event, no such agreement under this Section 9.8(b) shall (i) decrease the principal amount ofamendment, supplement or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursementwaiver shall, without the prior written consent of each Lender directly affected therebythe Senior Note Trustee, (ii) increase or extend adversely affect the 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 2.16, eliminate or reduce the voting rights of any Lender under the holders of the Senior Note Obligations to equal and ratable security to the extent and for the periods contemplated by this Section 9.8Agreement. Subject to the foregoing, change any other provision none of the provisions 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 Security Document shall be construed to require 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender Senior Note Trustee 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstandingSenior Note Obligations to any such waiver, respectively; provided, further, that no such agreement shall amend, modify amendment or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lendermodification.
(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
Sources: Collateral Sharing Agreement (Fisher Scientific International Inc)
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 Issuing Bank 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore the Borrower 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower 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 of, or date for the payment of any interest on or principal on, any Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly affected thereby, or (ii) increase or extend the Commitment of any Lender, or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder to any Lender such Lender, without the prior written consent of such Lender, or (iii) amend or modify the pro rata requirements of Section 2.16, 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 terms2.12, 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 mandatory prepayment 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 ClassSection 2.10, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.19.04(j), as it relates to an Event of Default following a breach of any provision the provisions of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in Section or the definition of the term “Required Lenders,” without the prior written consent of each Lender, or (iv) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(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 reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving (vi) release any Credit Lender (it being understood that with the consent of the Required LendersAgreement Guarantor, 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 Restatement Effective Date), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender 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 Issuing Bank or foregoing, any change in the 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 definition of “Change of Control” that affects any Loan or Revolving Credit Commitment, with Party other than CEI shall only require 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 participateLenders.
(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, any Lender or the Issuing Bank ------------------ Collateral Agent 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 Issuing Bank and the Lenders Collateral Agent 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 Polypore 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 Polypore any Pledgor in any case shall entitle Polypore such Pledgor 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 except pursuant to an a written agreement or agreements in writing entered into by Polypore and between the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Pledgor or Pledgors with respect to which such waiver, amendment or modification is to effect apply, subject to any consent required in accordance with Section 9.02 of the provisions Credit Agreement. Each Pledgor acknowledges that the rights and responsibilities of Section 2.23(b) upon the effectiveness Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent 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 ofoption, right, request, judgment or extend the maturity of other right or any scheduled principal payment date remedy provided for herein or date for the payment of any interest on any Loan resulting 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision arising out of this Agreement or any of shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other Loan Documents requiringagreements with respect thereto as may exist from time to time among them, by its termsbut, as between the Collateral Agent and such Pledgor, the consent Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or approval of all the Lenders for such amendmentrefrain from acting, modification, waiver, discharge, termination or consentand no Pledgor shall be under any obligation, or release entitlement, to make 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no inquiry respecting such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lenderauthority.
(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
Sources: Pledge Agreement (Kansas City Southern Industries Inc)
Waivers; Amendment. 148
(a) No failure or delay of the Administrative AgentAgents, any L/C Issuer or any Lender or the Issuing Bank 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 Issuing Bank L/C Issuers 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.12(b), neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 that waivers, amendments or modifications of (1) the RCF Financial Performance Covenants (or any of financial definitions or provisions used for the implementation of the RCF Financial Performance Covenants) will require only the consent of the Required Revolving Lenders under the Initial Revolving Facility, and waivers, amendments or modifications of the Loan Documents that affect solely the Revolving Lenders under a Revolving Facility (including any waiver, amendment or modification of any conditions to extensions of credit under such Revolving Facility, the making of any representations and warranties in respect thereof and the operation of such Revolving Facility) will require only the consent of the Required Revolving Lenders under the applicable Revolving Facility and (2) the TL Financial Performance Covenant (or any of financial definitions or provisions used for the implementation of the TL Financial Performance Covenant) will require only the consent of the Required Term Lenders under the Initial Term Facility, and waivers, amendments or modifications of the Loan Documents that affect solely the Term Lenders under a Term Loan Facility (including any waiver, amendment or modification of any conditions to extensions of credit under such Term Loan Facility, the making of any representations and warranties in respect thereof and the operation of such Term Loan Facility) will require only the consent of the Required Term Lenders under such Term Loan Facility; provided, howeverfurther, 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on or any Loan or L/C Disbursementfee relating to, any 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 Commitment of any Lender or decrease or extend the date for payment of any Fees of or any other amount actually due and fees payable hereunder 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) amend extend or modify the pro rata requirements of Section 2.16, eliminate waive any scheduled amortization or reduce the voting rights amount due on any scheduled amortization or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the Fee is due or extend any payments made on any basis 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 Collateralthan a pro rata basis, without the prior written consent of each Lender directly and adversely affected thereby, thereby (it being understood that waivers of Defaults or Events of Default shall not constitute such an extension or waiver),
(iv) change the provisions of any Loan Document Section 2.16 or 7.02 in a manner that by its terms adversely affects would alter the rights in respect pro rata sharing of payments due to Lenders holding Loans (or the order of one Class differently from the rights application of Lenders holding Loans of any other Class payments) required thereby without the prior written consent of Lenders holding a majority in interest of the outstanding Loans each Lender adversely directly and unused Commitments of each adversely affected Class, thereby;
(v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in 9.08 or the definition of the term “Required Lenders”, “Required Revolving Lenders” or “Required Term Lenders” 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 or, in the case of any amendment or reduce the percentage contained in modification to the definition of the term “Required Revolving Lenders” or “Required Term Lenders”, without the prior written consent of each Revolving Credit Lender or each Term Lender, as applicable,
(it being understood that with vi) except as permitted hereunder, release all or substantially all the consent Collateral or release all or substantially all of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination value of the Required Lenders on substantially the same basis as 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 Guarantee of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) Guarantors, without the prior written consent of each Lender;
(vii) subordinate the payment priority of the Obligations or subordinate the Liens granted to the Collateral Agent (for the benefit of the Secured Parties) in the Collateral without the written consent of each Lender; or
(viii) waive, amend or modify any condition precedent in Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications 4.02 that is subject to the definition approval 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.each Lender;
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, 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 Issuing Bank Agent and the Lenders 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 Polypore or any other Loan Party the Borrower 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 Polypore the Borrower in any case shall entitle Polypore the Borrower 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower, and the Required LendersBanks; 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 Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment of or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly Bank affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment Facility Fees of any Fees of or any other amount actually due and payable hereunder to any Lender Bank without the prior written consent of such LenderBank, or (iii) amend or modify the pro rata requirements provisions of Section 2.162.18, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision provisions 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 consentSection, or release any Guarantor or all or substantially all the definition of the Collateral“Required Banks”, 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyBank; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent; provided further that no such agreement shall amend, the Issuing Bank modify or the 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 waive any provision of any Loan or Revolving Credit Commitment, with Article III without 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 participateIssuing Bank.
(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
Sources: 5 Year Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore Holdings, 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstances.201 Doc#: US1:15347125v11
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as otherwise expressly provided for in this Agreement, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrower and the Required Lenders (or, in respect of any waiver, amendment or modification of Section 2.11 that may require prepayment of Term Loans of any Class (but not to add a new prepayment), the Required Prepayment Lenders applicable to such Class, rather than the Required Lenders), and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent and consented to by 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 shall: (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), 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 no amendment to the financial definitions in this Agreement or waiver or modification of any “most favored nation” pricing provision or any Default or Event of Default (or of any obligation of the Borrower to pay interest at the default rate of interest under Section 2.13(c)) shall constitute a reduction in the rate of interest for purposes of this clause (i), (ii) increase or extend the Commitment of any Lender, or decrease or extend the date for payment of any Commitment Fees, L/C Participation Fees of or any other amount actually due and payable hereunder to 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, any “most favored nation” pricing provision, 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) amend extend or modify the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend or waive any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, 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 no amendment to the financial definitions in this Agreement, any “most favored nation” pricing provision or any waiver or modifications of Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall constitute an increase or extension of the Commitments of any Lender for purposes of this clause (iii), (iv) change amend the provisions of any Loan Document Section 2.18 or 7.02 with respect to the pro rata application of payments required thereby in a manner that by its terms adversely affects modifies the rights in respect application of such payments due required thereby 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 be on a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Classless than pro rata basis, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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) Furthermorewhich, notwithstanding the foregoing, the Administrative Agent, with the such consent of Polyporesuch Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), 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.202 Doc#: US1:15347125v11
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, any Lender or 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 each Agent, the 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(ba) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for (other than as expressly contemplated in clause (b) of the payment definition of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof“Revolving Facility Maturity Date”), or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 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 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change or decrease the Commitment Fees or L/C Participation Fees or other fees of 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, Lender without the prior written consent of each Lender directly affected therebythereby (it being understood that waivers or modifications of conditions precedent, (iv) change covenants, Defaults or Events of Default or of a mandatory reduction in the provisions 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 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 or 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 ClassL/C Disbursement or any Fees is due, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender or reduce the percentage contained in 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 Revolving Lenders,” “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 Revolving Credit 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 the Term Loan Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date);
(vi) release all or substantially all the Collateral or release any of 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, 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 directly adversely affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, 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 or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Co-Collateral Agent or such Issuing Bank 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 Swingline Lenderconsent 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 anything in this Agreement or the other Loan Documents foregoing (but without limiting the rights of the Lenders and the Agents under the provisos to the contrarypreceding clause (b)), this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Required Lenders, the Administrative Agent, PolyporeHoldings 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 and each extending Lender; provided that each Lender under or 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 participateSuper Majority Lenders.
(d) Furthermore[Reserved].
(e) Notwithstanding anything to the contrary herein, notwithstanding no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (1) the foregoingCommitment 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 AgentAgent and Collateral Agent may, with the consent of Polyporethe Borrower only, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order this Agreement to correct, amend or cure any ambiguity, inconsistency or omission, defect or correct inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any typographical error or other manifest error in any Loan DocumentLender.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Verso Paper Holdings LLC)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Collateral 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, 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 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, provided 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 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 ofof any Loan or LC Disbursement or reduce the rate of interest thereon (other than to waive default interest under Section 2.06(c) to the extent a waiver of the underlying default giving rise to such default interest does not require a vote of all Lenders), or extend reduce or forgive any Fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Final Maturity Date, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, 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 Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or set-offs required thereby, without the written consent of each Lender, (v) change the percentage set forth in the definition of “Required Lenders,” “Supermajority 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 Subsidiary Guarantor from its Guarantee (except as expressly provided in Article VII), 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 and upon payment in full of the Obligations), in each case without the written consent of each Lender, or (viii) change any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Administrative Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Administrative Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, (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 may be effected by an agreement or agreements in writing entered into by Borrower and 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 and (3) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of all Lenders would otherwise be required under this Section 11.02(b). 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 their rights or obligations are affected thereby, the Issuing Bank, the Collateral Agent, the Administrative 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 its Loans, accrued interest thereon, accrued fees and all other amounts owing to it or accrued for its account under this Agreement (including, without limitation, all amounts Section 2.12, 2.13 and 2.15). In addition to the foregoing, in no event shall the percentage advance rates set forth in the definitions of “Borrowing Base”, “Fixed Asset Loan Value”, “Inventory Eligibility Factor” or “Net Orderly Liquidation Value” be increased above the original stated percentages set forth in such definitions without the consent of the Supermajority Lenders.
(c) Notwithstanding anything If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement or that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), 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 Supermajority 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 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 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 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. Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent, Polypore, Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Required Lenders Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and each extending LenderAcceptance; provided that each the failure of any such non-consenting Lender under the Facility that is being extended shall have the opportunity to participate in such extension on the same terms execute an Assignment and conditions as each other Lender under such Facility, but Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be required to participaterecorded in the Register.
(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 by any Lender, L/C Issuer or delay of the Administrative AgentAgent to exercise, and no delay by any such Person in exercising, any Lender or the Issuing Bank in exercising any right, remedy, power or right privilege 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 powerof, or any abandonment or discontinuance of steps to enforce such a right enforce, any right, remedy, power or power, privilege hereunder preclude any other or further exercise thereof or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder privileges provided herein and under the other Loan Documents are cumulative and are not exclusive of any rights, remedies, powers and privileges provided by Law, except to the extent the Loan Parties have (to the extent permitted by applicable law) agreed pursuant to any Loan Document to waive or otherwise limit their rights or remedies that they would otherwise haveunder law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore 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 6.02, 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 Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Lender, L/C Issuer or the Administrative Agent may have had notice or knowledge of such Default at the time. No notice or demand on Polypore any Grantor in any case shall entitle Polypore any Grantor 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 except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Agent and the Arrangers may enter into an Grantor or Grantors with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any 10.01 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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 LenderAgreement; 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 AgentAgent may, with the consent of Polypore, may amend, modify or supplement any Loan Document without the consent of any Lender Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein 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 Documentother Collateral Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (Surgical Care Affiliates, Inc.)
Waivers; Amendment. (a1) No failure or delay of the Administrative Agent, any Lender or 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 each Agent, the 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 Polypore Holdings, the Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b2) belowof this Section 10.08, 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b2) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except:
(a) as provided in Sections 2.21 and 10.20;
(b) in the case of the Fee Letter, pursuant to an agreement or agreements in writing entered into by Polypore each party thereto (provided that, any waiver, amendment or modification of the Early Termination Fee provisions set forth therein shall require the consent of each Lender to the extent the Early Termination Fee (or any portion thereof) would be payable to such Lender at the time of such waiver, amendment or modification);
(c) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrowers and the Required Lenders, a copy of which shall be promptly provided to the Administrative Agent (provided that any failure to deliver such copy shall not invalidate such waiver, amendment or modification); and
(i) 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 (w) Polyporethat, the Administrative Agent except as provided in Sections 2.21 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) 10.20, no such agreement under this Section 9.8(bwill:
(ii) shall (i) decrease decrease, forgive, waive or excuse the principal amount of, or any interest (except in connection with the waiver of the applicability of default interest (which waiver shall be effective with the written consent of the Required Lenders)) on, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or L/C any Letter of Credit Disbursement, or extend the stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender adversely directly affected thereby, except as provided in Section 2.05(3) with respect to the expiration of Letters of Credit (iiit being acknowledged and agreed that any amendments to or waivers of conditions precedent, Defaults or Events of Default or mandatory prepayments shall not constitute a decrease, forgiveness, waiver or excuse of interest or a principal payment under this clause (i));
(iii) increase or extend the Commitment or decrease or extend the date for payment of any Lender or decrease, forgive, waive or excuse the Commitment Fees or Letter of Credit Fees or other fees of any Lender or any other amount actually due and payable hereunder to any Lender Agent without the prior written consent of such LenderLender or such Agent (it being understood that waivers or modifications of conditions precedent, (iii) amend covenants, Defaults or modify Events of Default, mandatory prepayments or of a mandatory reduction in the pro rata requirements aggregate Commitments shall not constitute an increase of Section 2.16, eliminate or reduce the voting rights Commitments of any Lender under this Section 9.8or a waiver or excuse of any fees);
(iv) extend any date on which payment of principal or interest (other than default interest) on any Loan or any Letter of Credit Disbursement or any Fees is due (it being acknowledged and agreed that any amendments to or waivers of conditions precedent, change any other provision Defaults or Events of Default or mandatory prepayments shall not constitute an extension of a date on which a payment is due for purposes 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 Collateralclause (iii)), without the prior written consent of each Lender directly adversely affected thereby, ;
(ivv) change amend the provisions of Section 2.18 of this Agreement or any analogous provision of any of this Agreement or any other Loan Document Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of payments due to Lenders holding Loans required thereby or the relative priorities 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 Classsuch payments, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby;
(vi) change the definition of the terms “Borrowing Base” or reduce any component definition thereof if as a result thereof the percentage contained amounts available to be borrowed by the applicable Borrowers would be increased, or increase any of the percentages set forth in the definition of “Borrowing Base” without the term prior written consent of the Supermajority Revolving Lenders; provided that the foregoing shall not limit the ability of the Administrative Agent to implement, change or eliminate any Reserves in its Reasonable Credit Judgment as permitted hereunder without the prior written consent of any Lenders;
(vii) [reserved];
(viii) amend or modify the provisions of this Section 10.08 or the definitions of the terms “Required Supermajority Revolving Lenders” or “Required Lenders”, as the case may be, or any other provision hereof specifying the number or percentage of any such required group of Lenders, as the case may be, 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;
(ix) release all or substantially all of the Collateral, or release all or substantially all of the value of the Guarantee of the Obligations without the prior written consent of each Lender;
(x) increase the aggregate Revolving Facility Commitments other than as provided in Section 2.21, without the prior written consent of each Revolving Credit Lender Lender; or
(it being understood xi) at any time when there is outstanding more than one tranche of Loans, amend, modify or waive any provision of this Agreement which adversely impacts one or more tranches in a manner different than that with which applies to one or more other tranches, without 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 Restatement Effective Date), (vii) without the prior written consent holding a majority of each Lender directly tranche of such adversely affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyLoans; provided, further, provided that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent acting as such at the effective date of such agreement, the Issuing Bank as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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.
(c3) Without the consent of the Administrative Agent or any Lender, the applicable 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.
(4) Notwithstanding anything in this Agreement or the any other Loan Documents Document to the contrary, the Borrowers may enter into Incremental Facility Amendments in accordance with Section 2.21 and such Incremental Facility Amendments shall be effective to amend the terms of this Agreement may be amended to extend and the maturity other applicable Loan Documents, in each case, without any further action or consent of any other party to 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 participateDocument.
(d5) Furthermore[Reserved].
(6) [Reserved].
(7) Notwithstanding the foregoing, notwithstanding no consent of any Defaulting Lender will be required other than with respect to any amendment or waiver set forth in clauses (a) through (c) of Section 10.08(2) that directly and adversely affects such Lender.
(8) Notwithstanding the foregoing, the Administrative Agent, with the consent of PolyporeHoldings and the Borrowers (or Holdings on behalf of itself and the U.S. Borrowers and the Canadian Borrowers; provided that (i) the Borrowers and Holdings comply with, and each Borrower and Holdings undertakes to comply with, for this purpose, all formalities applicable under the relevant applicable local law, (ii) upon the request of Holdings or the Administrative Agent, the Borrowers shall provide any applicable instruments, including powers of attorney, and/or other authorizations and evidence reasonably satisfactory to the Administrative Agent evidencing the authority of Holdings to bind the applicable Borrowers hereunder and (iii) Holdings shall consult with the Borrowers to the extent required under applicable local law), 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, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. Furthermore, notwithstanding anything to the contrary herein, with the consent of the Administrative Agent at the request of the Borrowers (without the need to obtain any consent of any Lender), any Loan Document may be amended to add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent). For clarification purposes, in the framework of any amendments, modifications or supplements to any Loan Documents, the representation of Holdings on behalf of itself and the relevant Borrowers shall comply with all applicable formalities and legal requirements under applicable local law.
(9) [Reserved].
(10) Notwithstanding the foregoing, the Administrative Agent and Holdings and the Borrowers (or Holdings (on behalf of itself and the U.S. Borrowers) and the Canadian Borrowers; provided that (i) the Borrowers and Holdings comply with, and each Borrower and Holdings undertakes to comply with, for this purpose, all formalities applicable under the relevant applicable local law, (ii) upon the request of Holdings or the Administrative Agent, the Borrowers shall provide any applicable instruments, including powers of attorney, and/or other authorizations and evidence reasonably satisfactory to the Administrative Agent evidencing the authority of Holdings to bind the applicable Borrowers hereunder and (iii) Holdings shall consult with the Borrowers to the extent required under applicable local law) may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in respect of an Accounting Change as set forth in Section 1.03, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. For clarification purposes, in the framework of any amendments, modifications or supplements to any Loan Documents, the representation of Holdings on behalf of itself and the relevant Borrowers shall comply with all applicable formalities and legal requirements under applicable local law).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any L/C Issuer or any Lender or the Issuing Bank 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 Issuing Bank 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 Polypore 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 Polypore any Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings (prior to a Qualified IPO of the Borrower), the Borrower and the Administrative Agent (and consented to by the Required Lenders or, in respect of any waiver, amendment or modification of Section 4.01 after the Closing Date, consented to by the Majority Lenders under the Revolving Facility voting as a single Class, rather than 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 consented to by 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C DisbursementObligation, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(b)), 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 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender (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 shall not constitute an increase of the Commitments of any Lender, ,
(iii) amend extend or modify the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Obligation 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 CollateralFees is due, 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),
(iv) change amend the provisions of Section 5.02 of the Collateral Agreement, or any Loan Document analogous provision of any other Security Document, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee Agreement, unless, in any way which would permit Interest Periods the case of a Loan Party (other than the Borrower), all or substantially all of the Equity Interests of such Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement or the other Loan Documents or such release is otherwise pursuant to be in excess the terms of six months without regard to availability to Lenders the Collateral Agreement or (viii) the Subsidiary Guarantee Agreement, as applicable, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstandingin part, respectivelyany prepayment or Commitment reduction required by Section 2.11); provided, further, that no such agreement amendment shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender an L/C Issuer hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent or such L/C Issuer acting as such at the effective date of such amendment, the Issuing Bank as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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) Notwithstanding anything 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, 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 or in each case to otherwise enhance the other rights or benefits of any Lender under any Loan Documents to Document.
(d) Notwithstanding the contraryforegoing, this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Required Lenders, the Administrative Agent, PolyporeHoldings (prior to a Qualified IPO of the Borrower) 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 requisite lenders required hereunder, including the Required Lenders and the Majority Lenders under any applicable Facility.
(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 integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Revolving Facility Loans, as a separate Class or tranche from the existing Term Loan Commitments or Incremental Revolving Facility Commitments, as applicable or (B) to cure any ambiguity, omission, defect or inconsistency, in the case of this clause (B) to the extent not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each extending Lender; provided that Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender under the Facility that is being extended shall have the opportunity holding Class Loans will be deemed to participate in such extension hold its Pro Rata Share of each Class Loan on the same terms Applicable Date (but without changing the amount of any such Lender’s Term Loans), and conditions each such Lender shall be deemed to have effectuated such assignments as each other shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender under on the Applicable Date is the ratio of (1) the sum of such FacilityLender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) 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 required obligated) to participate.
deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (dor such shorter time as the Administrative Agent may agree), 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) Furthermorein reasonably sufficient detail to be able to make the determinations referred to in this paragraph, notwithstanding which certificate shall either, at the foregoingBorrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Section 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 consent Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(h) Notwithstanding the foregoing, this Agreement may be amended pursuant to a written instrument or instruments executed by the Borrower and the Administrative Agent at the direction of Polypore, may amend, modify or supplement any Loan Document the Administrative Agent (and without the consent of any Lender person other than the Administrative Agent or the Required Lenders Borrower, including any Lender) in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentimplement the provisions of the Agent Fee Letter under “Market Flex” (and subject to the limitations therein).
Appears in 1 contract
Sources: First Lien Credit Agreement (Caesars Acquisition Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Term Loan Installment Date or reduce the voting rights amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section 9.08 or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings, (vii) without the prior written consent of each Lender directly affected thereby, amend the definition Borrower or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything 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 this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings 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 consent 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 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 DocumentLenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Senior 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 Issuing Bank 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore 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 of the Security Documents nor any provision hereof or thereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower 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 Loan or any Loan, extend the date for reimbursement payment of an L/C Disbursement, any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursementreduce the amount of any fee payable hereunder, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the 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 2.16, 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 terms2.17, 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 sharing 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 ClassSection 2.18, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi9.04(j) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 provisions of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.this
Appears in 1 contract
Sources: Term Loan Credit Agreement (Pyxus International, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Parent 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Fees or extend the date for payment other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements waive any Installment Date or extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan 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 CollateralL/C Disbursement is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release Holdings, (vii) Parent or all or substantially all of the Subsidiary Loan Parties from its Guarantee under the applicable Security Document, 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 directly adversely affected thereby, amend or
(vii) effect any waiver, amendment or modification that by its terms directly adversely affects the definition rights in respect of the term “Interest Period” payments or collateral of Lenders participating in any way which would permit Interest Periods to be Facility differently from those of Lenders participating in excess of six months without regard to availability to Lenders or (viii) other Facilities, without the prior written consent of each Lender, amend or 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of any Joint Lead Arranger or any Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 Creditors, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Creditors, 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, Holdings and the Borrowers (a) to extend add one or more additional credit facilities to this Agreement and to permit the maturity 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 Loan or Revolving Credit Commitmentdetermination of the Required Lenders.
(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, PolyporeHoldings, the Required Borrowers and the Lenders and each extending Lenderproviding the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement “B” term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that each Lender under (a) the Facility that is being extended aggregate principal amount of such Replacement Term Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced Term Loans, (b) the same terms and conditions as each other Lender under Applicable Margin for such Facility, but Replacement Term Loans shall not be required higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to participate.
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) Furthermoreall other terms applicable to such Replacement Term Loans shall be substantially identical to, notwithstanding or less favorable to the foregoingLenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the Administrative Agent, with extent necessary to provide for covenants and other terms applicable to any period after the consent latest final maturity of Polypore, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders Term Loans in order effect immediately prior to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentsuch refinancing.
Appears in 1 contract
Sources: Credit Agreement (New Skies Satellites Holdings Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C - BA Disbursement, or extend the stated expiration of any Letter of Credit or Bankers’ Acceptance beyond the Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c),
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C-BA Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C - BA Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of any Loan Document Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lender adversely affected Class, thereby,
(v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in 9.08 or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings, (vii) without the prior written consent of each Lender directly affected thereby, amend the definition Company or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or modify Section 5.02 ,
(vii) increase any of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to percentages set forth in the definition of “Total Leverage Ratio” shall not affect the determination Borrowing Base without the consent of all of the Applicable Percentage for Lenders; or
(viii) increase the Incremental Revolving Facility Commitment above $100 million or add any other Indebtedness under the Term Loans Facility without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Sole Lead Arranger or any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings and the Borrowers (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 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, technical and conforming modifications to the Loan Documents may be made with the consent of Polypore, may amend, modify or supplement the Borrowers and the Administrative Agent to the extent necessary to integrate any Loan Document without Incremental Revolving Facility Commitments on substantially the consent of any Lender or same basis as 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 DocumentRevolving Loans.
Appears in 1 contract
Sources: Revolving Credit Agreement (Covalence Specialty Adhesives LLC)
Waivers; Amendment. (a) No failure by the Collateral Agent or any Secured Party to exercise, and no delay of the Administrative Agentby any such Person in exercising, any Lender or the Issuing Bank in exercising any right, remedy, power or right privilege hereunder or under any other Loan Document shall impair such right, remedy, power or privilege or operate as a waiver thereof, ; nor shall any single or partial exercise of any such right right, remedy, power or power, or any abandonment or discontinuance of steps to enforce such a right or power, privilege hereunder preclude any other or further exercise thereof or the exercise of any other right right, remedy, power or powerprivilege. The rights rights, remedies, powers and remedies of the Administrative Agentprivileges herein provided, the Issuing Bank and the Lenders hereunder and provided under the each other Loan Documents Document, are cumulative and are not exclusive independent of any rights rights, remedies, powers and privileges provided by Law. Any forbearance or remedies that they would otherwise havefailure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such rights, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 7.02, 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 any Loan, issuance of a Letter of Credit, the provision of any Cash Management Services or the provision of services under any Secured Hedge Agreement 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 demand on Polypore shall entitle Polypore to any other knowledge of such Default or further notice or demand in similar or other circumstancesEvent of Default at the time.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore and the Required Lenders; provided, however, that (w) Polypore, the Administrative Collateral Agent and the Arrangers may enter into an Grantor or Grantors with respect to which such waiver, amendment or modification is 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 ofapply, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan 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 Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder subject to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of required in accordance with Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any 11.01 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline LenderAgreement.
(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
Sources: First Lien Security Agreement (Advantage Solutions Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, Agent or any Lender or the Issuing Bank in exercising any right or power or right hereunder or under any other Second Lien 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 Issuing Bank Agent and the Lenders hereunder and under the other Second Lien Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No Subject to the Intercreditor Agreement, no waiver of any provision of this Agreement or any other Second Lien Loan Document or consent to any departure by Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the Intercreditor Agreement, neither this Agreement nor any of the Security Documents other Second Lien Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrower and the Required Lenders and (y) in the case of any other Second Lien 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or L/C DisbursementLoan, 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 Commitment of any Lender or decrease or extend the date for payment fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any Loan Installment Date or reduce the voting rights amount due on any Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan 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 CollateralAdministrative Agent Fee is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lender adversely affected Class, thereby,
(v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ,
(viivi) without release all or substantially all the prior written consent of each Lender directly affected thereby, amend the definition Collateral or release any of the term “Interest Period” Borrower or any Subsidiary Loan Party from its guarantee under the Second Lien Collateral Agreement, unless, in any way which would permit Interest Periods to be 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 excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent acting as such at the effective date of such agreement, the Issuing Bank as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent required by any Second Lien Loan Document) enter into any amendment, modification or waiver of any Second Lien 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, 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 Second Lien Loan Documents with the consent 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 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 DocumentLenders.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Hughes Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 162 effective only in the specific instance and for the purpose for which given. No notice or demand on Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C – BA Disbursement, or extend the stated expiration of any Letter of Credit or Bankers’ Acceptance beyond the Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c),
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C-BA Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements extend any date on which payment of Section 2.16, eliminate or reduce the voting rights of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C – BA Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend the provisions of any Loan Document Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Lender adversely affected Class, thereby,
(v) amend, amend or modify or waive compliance by Polypore with the provisions of this Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in 9.08 or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings, (vii) without the prior written consent of each Lender directly affected thereby, amend the definition Company or all or substantially all of the term “Interest Period” Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in any way which would permit Interest Periods to be the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or 163 otherwise disposed of in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender, amend or modify Section 5.02 ,
(vii) increase any of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to percentages set forth in the definition of “Total Leverage Ratio” shall not affect the determination Borrowing Base without the consent of all of the Applicable Percentage for Lenders; or
(viii) increase the Incremental Revolving Facility Commitment above $150 million or add any other Indebtedness under the Term Loans Facility without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) Notwithstanding anything Without the consent of the Syndication Agent, the Documentation Agent or any Joint Lead Arranger or any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) 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 foregoingLenders, the Administrative Agent, Holdings and the Borrowers (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 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, technical and conforming modifications to the Loan Documents may be made with the consent of Polypore, may amend, modify or supplement the Borrowers and the Administrative Agent to the extent necessary to integrate any Loan Document without Incremental Revolving Facility Commitments on substantially the consent of any Lender or same basis as 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 DocumentRevolving Loans.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, Agent or any Lender or the Issuing Bank 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 Issuing Bank 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 Polypore Holdings, 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.14 or Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings (prior to a Qualified IPO), 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 and consented to by 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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan 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); 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 Commitment of any Lender, or decrease any Fees or prepayment premium of any Lender without the prior written consent of such Lender (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 or L/C Disbursementany Fees is due, without the prior written consent of each Lender directly adversely affected therebythereby (which, (ii) increase or extend notwithstanding the 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 foregoing, such consent of such Lender, Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(iiiiv) amend or modify the provisions of Section 7.02 in a manner that would by its terms alter the pro rata requirements sharing of Section 2.16, 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 Collateralpayments required thereby, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby, thereby shall be the only consent required hereunder to make such modification),
(ivv) change amend or modify 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 this Section 9.08 or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term terms “Required Lenders,” “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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) (x) release all 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, 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 (viiy) subordinate the Liens on all or substantially all of the Collateral or the Secured Obligations, unless such Liens are subordinated pursuant to a transaction permitted by this Agreement, without the prior written consent of each Lender directly other than a Defaulting 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 Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected therebyFacility (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);
(viii) amend or modify the definition of the term “Interest PeriodCo-Borrower” (other than to add additional Co-Borrowers in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viiiaccordance with the definition thereof) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative AgentAgent 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. Notwithstanding anything to the Issuing Bank contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the Swingline consent of all Lenders or each affected Lender may be affected 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(c) Notwithstanding anything 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, to include holders of Other First Liens 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 or in each case to otherwise enhance the other rights or benefits of any Lender under any Loan Documents to Document.
(d) Notwithstanding the contraryforegoing, this Agreement may be amended to extend the maturity of any Loan (or Revolving Credit Commitment, amended and restated) with the written consent of the Required Lenders, the Administrative Agent, PolyporeHoldings (prior to a Qualified IPO) 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 fees 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 integrate any Incremental Term Loan Commitments in a manner consistent with Section 2.21, including, with respect to Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments as a separate Class or tranche from the existing Incremental Term Loan Commitments and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt, (C) to cure any ambiguity, omission, defect or inconsistency or (D) to effect an alternate interest rate in a manner consistent with Section 2.14.
(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the Required Lenders “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each extending Lender; provided that each such Lender under shall be deemed to have effectuated such assignments as shall be required to ensure the Facility that is being extended shall have the opportunity to participate in such extension foregoing. The “Pro Rata Share” of any Lender on the same terms and conditions as each other Applicable Date is the ratio of (1) the sum of such L▇▇▇▇▇’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender under such Facilityon the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.
(g) 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 required obligated) to participate.
deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (dor 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) Furthermorein reasonably sufficient detail to be able to make the determinations referred to in this paragraph, notwithstanding which certificate shall either, at the foregoingBorrower’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 consent of PolyporeAdministrative Agent to be conclusive evidence thereof, may amend, modify or supplement any Loan Document without and the consent of any Lender or Lenders hereby authorize the Required Lenders in order Administrative Agent to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentmake such determinations.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, 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 Issuing Bank Agent and the Lenders 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 Polypore or any other Loan Party the Borrower 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 Polypore the Borrower in any case shall entitle Polypore the Borrower 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower, and the Required LendersBanks; 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 Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment of or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly Bank affected thereby, (ii) increase change 70 66 or extend the Commitment or decrease or extend the date for payment Facility Fees of any Fees of or any other amount actually due and payable hereunder to any Lender Bank without the prior written consent of such LenderBank, or (iii) amend or modify the pro rata requirements provisions of Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision provisions 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 consentSection, or release any Guarantor or all or substantially all the definition of the Collateral"Required Banks", 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyBank; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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
Sources: 5 Year Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, any Lender or the Collateral 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, 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.02, 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 Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(ba) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 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 (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 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 ofof any Loan or LC Disbursement or reduce the rate of interest thereon (other than to waive default interest under Section 2.06(c) to the extent a waiver of the underlying default giving rise to such default interest does not require a vote of all Lenders), or extend reduce or forgive any Fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereofpayment, or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Final Maturity Date, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the 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 2.16, 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 Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or set-offs required thereby, without the written consent of each Lender, (v) change the percentage set forth in the definition of “Required Lenders,” “Supermajority 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 Subsidiary Guarantor from its Guarantee (except as expressly provided in Article VII), 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 and upon payment in full of the Obligations), in each case without the written consent of each Lender, or (viii) change any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Administrative Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Administrative Collateral Agent, the Issuing Bank or the Swingline Lender.
, as the case may be, and (c2) Notwithstanding anything in any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the other Loan Documents Revolving Lenders may be effected by an agreement or agreements in writing entered into by Borrower and 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 contraryonly Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended to extend the maturity of any Loan or Revolving Credit Commitment, with the written consent of the Administrative Agent, Polyporeby an agreement in writing entered into by Borrower, the Required Lenders and each extending the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank, the Collateral Agent, the Administrative Collateral Agent and the Swingline Lender; provided that ) 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 its Loans, accrued interest thereon, accrued fees and all other amounts owing to it or accrued for its account under the Facility that is being extended shall have the opportunity this Agreement (including, without limitation, all amounts Section 2.12, 2.13 and 2.15). In addition 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, in no event shall the Administrative Agentpercentage advance rates set forth in the definitions of “Borrowing Base”, with “Fixed Asset Loan Value”, “Inventory Eligibility Factor” or “Net Orderly Liquidation Value” be increased above the consent of Polypore, may amend, modify or supplement any Loan Document original stated percentages set forth in such definitions without the consent of the Supermajority Lenders.
(b) 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, then 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 Required Lenders 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 paragraph (iii) of Section 11.02(b); provided further that each replaced Lender receives payment in order full of the principal of and interest accrued on each Loan made by it and all other amounts owing to correctit or accrued for its account under this Agreement. Each Lender agrees that, amend or cure if Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any ambiguity, inconsistency or defect or correct Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Acceptance; provided that the failure of any typographical error or other manifest error such non-consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in any Loan Documentthe Register.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any Revolving 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) or otherwise;
(ii) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any Commitment Fees, Revolving L/C Participation Fees, the other Fees of or any other amount actually due and fees payable hereunder 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) amend extend any date on which payment of interest on any Loan, Revolving L/C Disbursement or modify any Fees is due, without the prior written consent of each Lender adversely affected thereby;
(iv) change the order of application of any amounts from the application thereof set forth in the applicable provisions of Section 2.18(b), Section 2.18(c) or Section 9.23 or change any provision hereof that establishes the pro rata requirements 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; provided, that a change in any Lender’s Revolving Facility Percentage resulting from an increase in the Revolving Facility Commitments pursuant to Section 2.16, eliminate or reduce 2.20 shall be permitted pursuant to the voting rights procedures set forth in such Section 2.20;
(v) extend the stated expiration date of any Lender under this Section 9.8, change any other provision Letter of this Agreement or any of Credit beyond 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 CollateralMaturity Date, without the prior written consent of each Lender directly affected thereby, ;
(ivvi) change amend or modify 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 Classthis Section, (vSection 2.22(b) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi2.22(c) reduce the percentage contained in or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ;
(vii) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantees of the Guarantors without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or and Issuing Bank; and
(viii) without amend, modify or waive this Agreement or any Security Document so as to alter the prior written consent ratable treatment of each Lender, amend Obligations arising under the Loan Documents and Obligations arising under Secured Swap Agreements or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition of “Total Leverage RatioSpecified Swap Counterparty,” shall not affect the determination of the Applicable Percentage for the Revolving Facility “Swap Agreement,” “Secured Swap Agreements,” “Obligations,” or the Term Loans “Secured Obligations” (as defined in any applicable Security Document) in each case in a manner adverse to any Specified Swap Counterparty with Obligations then outstanding without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstandingany such Specified Swap Counterparty, respectively; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or an Issuing Bank or the Swingline Lender hereunder or under any the other Loan Document Documents without the prior written consent of the such Administrative Agent, the Collateral Agent or Issuing Bank Bank, as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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) Notwithstanding anything Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent required by any Loan Document) enter into any amendment, this Agreement may be amended to extend the maturity modification or waiver of any Loan Document, or Revolving Credit Commitmententer 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, (i) 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 Commitments on the terms and conditions provided for in Section 2.20 and (ii) any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent, Polypore, Agent and the Required Lenders and each extending Lender; provided that each Lender under Borrower without the Facility that is being extended shall have the opportunity need 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 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 (ii), 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 order to correctconnection with any such amendment, amend modification, supplement or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentwaiver.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Senior 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 Issuing Bank 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 Polypore 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 Polypore the Borrower in any case shall entitle Polypore 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 of the Security Documents nor any provision hereof or thereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Polypore the Borrower 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 Loan or any Loan, extend the date for reimbursement payment of an L/C Disbursement, any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursementreduce the amount of any fee payable hereunder, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the 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 2.162.17, eliminate the sharing provisions of Section 2.18, the provisions of Section 9.04(j) or reduce the voting rights provisions of any Lender under this Section 9.8, change any other provision of this Agreement 9.08 or any release all or substantially all of the value of the Guarantors (other Loan Documents requiring, than pursuant to the terms hereof or thereof or in connection with the sale of such Guarantor in a transaction permitted by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or release any Guarantor Section 6.04) or all or substantially all of the Collateral (or subordinate the Liens in favor of the Senior Collateral Agent on all or substantially all of the Collateral), without the prior written consent of each Lender directly affected therebyLender, (iii) [reserved], (iv) change modify the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due protections afforded 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 an SPC pursuant to the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement 9.04(i) without the prior written consent of the Required Revolving Lenderssuch SPC, (viv) 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 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 the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective DateLenders), (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 directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender Senior Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender.
Senior Collateral Agent; (cB) Notwithstanding anything in the Borrower and the Administrative Agent may amend or supplement this Agreement or the and any other Loan Documents to the contraryDocuments, 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 Lender, in order to correct(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 cure supplement this Agreement and any ambiguity, inconsistency or defect or correct any typographical error or other manifest error Loan Documents with the consent of the applicable Incremental Term Lenders in any Loan Documentaccordance 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 Lender or 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 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 Polypore 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 Polypore Holdings, any Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified modified, except as provided in Section 2.21 or Section 8.11, or (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings (prior to a Qualified IPO), the 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any L/C Disbursement, or extend the date on which the Tranche C-3 Credit-Linked Deposits are required to be returned in full to the Tranche C-3 Lenders, 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender, ),
(iii) amend or modify the pro rata requirements of Section 2.16extend, eliminate waive or reduce the voting rights amount of any Lender under this Section 9.8, change scheduled installment of principal or extend any other provision date on which payment of this Agreement interest on any Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,
(iv) change amend or modify the provisions of any Loan Document Section 2.19(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders” or “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) release all or substantially all the Collateral or release any of Holdings (prior to a Qualified IPO), any Borrower or any other Subsidiary Loan Party from its Guarantee under the U.S. Guarantee Agreement or the Foreign Guarantee Agreement, as applicable, unless, in the case of (vii1) without the prior written consent of each Lender directly affected therebyHoldings, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders upon a Qualified IPO or (viii2) a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party are sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) effect any waiver, amend amendment or modify modification 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 another Tranche, without the consent of the Majority Lenders participating in the adversely affected Tranche (it 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),
(viii) effect any waiver, amendment or modification of Section 5.02 of the Guarantee and Collateral Agreement and (y) amendmentsAgreement, waivers and or any comparable provision of any other modifications to Security Document, in a manner that materially adversely affects the definition rights in respect of “Total Leverage Ratio” shall not affect the determination payments or collateral of the Applicable Percentage for the Revolving Facility or the Term Loans Lenders, without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyeach Lender so affected; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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) 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
Sources: Credit Agreement (Hexion Specialty Chemicals, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative by any Agent, any Lender or 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 each 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 Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 any Agent, any Lender or the Issuing Bank may have had notice or demand on Polypore shall entitle Polypore to any other or further notice or demand in similar or other circumstancesknowledge of such Default at the time.
(b) Neither Except as provided in paragraph (d) below, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers 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, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, however, PROVIDED 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 shall:
(i) decrease increase the Commitment of any Lender without the written consent of such Lender;
(ii) reduce the principal amount ofor premium of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby;
(iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under SECTION 2.09, or the required date of payment date of any Reimbursement Obligation, or any date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees payable hereunder, or reduce the amount of, waive or excuse any such payment or any part thereof(except interest payable under SECTION 2.06(c)), or decrease postpone the rate scheduled date of interest on expiration of any Loan Commitment or L/C Disbursementpostpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly affected thereby;
(iv) change SECTION 2.14(b) or (c) in a manner that would alter the PRO RATA sharing of payments or setoffs required thereby, (ii) increase or extend the 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 each Lender, ;
(iiiv) amend change the percentage set forth in the definition of "Required Lenders" or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of any Loan Document (including this Agreement Section) specifying the number or percentage of Lenders (or Lenders of any of the other Loan Documents requiringClass) required to waive, by its terms, the amend or modify any rights thereunder or make any determination or grant any 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 Collateralthereunder, without the prior written consent of each Lender directly affected thereby(or each Lender of such Class, as the case may be);
(ivvi) release any Guarantor from its Guarantee (except as expressly provided in ARTICLE VII), or limit its liability in respect of such Guarantee, without the written consent of each Lender;
(vii) release all or a substantial portion 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 written consent of each Lender;
(viii) change the any 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 any Class differently from the rights of Lenders than those holding Loans of any other Class 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, ;
(vix) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 the and 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of holding more than 50% of the aggregate unpaid principal amount of the affected outstanding Term Loans, reduce the amount of, or extend the date of, any scheduled payment on the Term Loans then outstandingrequired to be made under SECTION 2.09, respectivelychange the order of application of prepayments among Term Loans and Revolving Commitments under SECTION 2.10(h) or change the application of prepayments of Term Loans set forth in SECTION 2.10(h) to the remaining scheduled amortization payments to be made thereon under SECTION 2.09; providedor
(x) without the consent of Term Loan Lenders holding more than 50% of the principal amount of each of the outstanding U.S. Term Loans and Canadian Term Loans, furtherchange the order of application of prepayments amounts of the U.S. Term Loans and the Canadian Term Loans under SECTION 2.10(h); PROVIDED, FURTHER, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender.
, as the case may be, (c2) Notwithstanding anything in 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 Loan Lenders), the Term Loan Lenders (but not the Revolving Lenders), or one Class of Term Loan Lenders (but no other Loan Documents Lenders) may be effected by an agreement or agreements in writing entered into by the Borrowers and 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, and (3) any waiver, amendment or modification prior to the contrary, this Agreement completion of the primary syndication of the Commitments and Loans (as determined by the Administrative Agent) may not be amended to extend the maturity of any Loan or Revolving Credit Commitment, with effected without the written consent of the Administrative Agent. Notwithstanding the foregoing, Polyporeany provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and each extending the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender; provided that ) 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, premium, if any, 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 the Facility that provisions of this Agreement as contemplated by SECTION 11.02(b), the consent of the Required Lenders is being extended obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the opportunity right to participate in such extension on the same terms and conditions as each other Lender under such Facilityreplace all, but shall not be required 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 participateSECTION 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
(d) FurthermoreNotwithstanding anything in SECTION 11.02(b) to the contrary, notwithstanding this Agreement and the foregoingother Loan Documents may be amended at any time and from time to time to increase the aggregate principal amount of U.S. Term Loans or to establish additional Classes of U.S. Term Loans (collectively, "ADDITIONAL TERM LOANS") by an agreement in writing entered into by the Borrowers, the Administrative Agent, the Collateral Agent and each person (including any Lender) that shall agree to make an Additional Term Loan (and each such person that shall not already be a Lender shall be reasonably acceptable to the Administrative Agent and shall, at the time such agreement becomes effective, become a Lender with the consent same effect as if it had originally been a Lender under this Agreement with the Term Loans set forth in such agreement); PROVIDED that (1) no more than an amount equal to $50.0 million of Polypore, Additional Term Loans less the principal amount of all Senior Subordinated Notes issued after the Closing Date pursuant to SECTION 6.01(b) may amend, modify or supplement any Loan Document be established pursuant to this SECTION 11.02(d) without the consent of the Required Lenders, (2) no Default or Event of Default has occurred and is continuing or would occur after giving effect thereto, (3) the covenants in SECTION 6.10 would be satisfied on a Pro Forma Basis on the date of any Lender such amendment and for the most recent Test Period, after giving effect to such Additional Term Loans, and (4) the Senior Leverage Ratio would not be greater than 2.5:1.0 after giving effect thereto. Any such agreement shall be reasonably satisfactory to the Administrative Agent, shall amend the provisions of this Agreement and the other Loan Documents and shall set forth the terms of the Additional Term Loans established thereby (including the amount and final maturity thereof (which shall not be earlier than the Term Loan Maturity Date), any provisions relating to the amortization or mandatory prepayment thereof (which shall be no more than ratable or PARI PASSU, as applicable, with the Term Loans), the interest to accrue and be payable thereon and any fees to be payable in respect thereof (PROVIDED that the Applicable Margins with respect to any Additional Term Loans shall not be more than 25 basis points higher than the Applicable Margins with respect to the Term Loans and that all other payment rights shall be pari passu with the Term Loans)) and effect such other changes (including changes to the provisions of this Section, SECTION 2.14 and the definition of "Required Lenders") as U.S. Borrower and the Administrative Agent shall deem necessary or advisable in connection with the Additional Term Loans; PROVIDED that no such agreement shall (i) effect any change described in SECTION 11.02(b)(i) through (ix) without the consent of each person required to consent to such change under such clause (it being agreed, however, that the Additional Term Loans will not, of themselves, be deemed to effect any of the changes described in SECTION 11.02(b)(vi) THROUGH (viii) and (1)), (ii) amend ARTICLE V, VI or VIII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited (it being agreed that no provision requiring either Borrower to prepay Term Loans of one or more Classes pursuant to SECTIONS 2.10(c) through (h) shall be deemed to violate this clause) or (iii) change any other provision of this Agreement or any other Loan Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding Additional Term Loans. The Loans and Borrowings established pursuant to this paragraph shall constitute Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after the establishment of any such Additional Term Loans.
(e) Notwithstanding anything in this Agreement to the contrary, any Offer to Redeem shall be accepted by all Lenders to which such Offer to Redeem was made unless three Business Days prior to the proposed redemption date the Required Lenders give their consent for such Offer to Redeem to be declined by all such Lenders.
(f) Notwithstanding anything in order SECTION 11.02(b) to correctthe contrary, this Agreement and the other Loan Documents may be amended at any time and from time to time to increase the aggregate principal amount of the Revolving Commitment by up to $10.0 million in the aggregate (the "INCREMENTAL REVOLVING COMMITMENT") by an agreement in writing entered into by the Borrowers, the Administrative Agent, the Collateral Agent and each person (including any Lender) that shall agree to commit to a portion of the Incremental Revolving Commitment (and each such person that shall not already be a Lender shall be reasonably acceptable to the Administrative Agent and shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Commitment set forth in such agreement); provided that
(1) no Default or Event of Default has occurred and is continuing or would occur after giving effect thereto and (2) the covenants in SECTION 6.10 would be satisfied on a Pro Forma Basis on the date of any such amendment and for the most recent Test Period, after giving effect to any Revolving Loans made on such date pursuant to the Incremental Revolving Commitment. Any such agreement shall be reasonably satisfactory to the Administrative Agent, shall amend the provisions of this Agreement and the other Loan Documents and shall set forth the terms of the Revolving Loans to be made pursuant to the Incremental Revolving Commitment established thereby (which shall be the same as those of the Revolving Loans under this Agreement) and effect such other changes (including changes to the provisions of this Section, SECTION 2.14 and the definition of "Required Lenders") as U.S. Borrower and the Administrative Agent shall deem necessary or cure advisable in connection with the Incremental Revolving Commitment; PROVIDED that no such agreement shall (i) effect any ambiguitychange described in SECTION 11.02(b)(i) through (ix) without the consent of each person required to consent to such change under such clause (it being agreed, inconsistency however, that the Incremental Revolving Commitment and any Revolving Loans made pursuant thereto will not, of themselves, be deemed to effect any of the changes described in SECTION 11.02(b)(vi) THROUGH (viii) and (1)), (ii) amend ARTICLE V, VI or defect VIII to establish any affirmative or correct negative covenant, Event of Default or remedy that by its terms benefits one or more Classes, but not all Classes, of Loans or Borrowings without the prior written consent of Lenders holding a majority in interest of the Loans and Commitments of each Class not so benefited or (iii) change any typographical error other provision of this Agreement or any other manifest error Loan Document that creates rights in favor of Lenders holding Loans or Commitments of any existing Class, other than as necessary or advisable in the judgment of the Administrative Agent to cause such provision to take into account, or to make the benefits of such provision available to, Lenders holding a portion of the Incremental Revolving Commitment. The Loans and Borrowings established pursuant to the Incremental Revolving Commitment shall constitute Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Document.Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demo
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Waivers; Amendment. (a) (b) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore Holdings, anythe 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 Polypore Holdings, anythe Borrower or any other Loan Party in any case shall entitle Polypore such person to any other or further notice or demand in similar or other circumstances.
(bc) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the BorrowersBorrower 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment L/C Participation Fees or other fees of any Fees of or any other amount actually due and payable hereunder 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 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 the pro rata requirements of Section 2.16, eliminate waive any New Term Loan Installment Date or reduce the voting rights amount due on any New Term Loan Installment Date or extend any date on which payment of interest on any Lender under this Section 9.8, change any other provision of this Agreement Loan or any of the other Loan Documents requiring, by its terms, the consent L/C Disbursement 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 CollateralFees is due, without the prior written consent of each Lender directly adversely affected thereby, ,;
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing 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 Classrequired thereby, (v) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,;
(v) amend or reduce modify the percentage contained in provisions of this Section or the definition of the term terms “Required Revolving Lenders,” “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 Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Amendment Effective Date),;
(vi) release all or substantially all the Collateral or release any of Holdings, (vii) without Parent or any Subsidiary Loan Party from its Guarantee under the prior written consent Collateral Agreement, unless, in the case of each Lender directly affected therebya Subsidiary Loan Party, amend all or substantially all the definition Equity Interests of the term “Interest Period” such Subsidiary Loan Party is sold or otherwise disposed of in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) a transaction permitted by this Agreement, without the prior written consent of each Lender; or
(vii) effect any waiver, amend amendment or modify Section 5.02 modification that by its terms adversely affects the rights in respect of the Guarantee and Collateral Agreement and (y) amendmentspayments or collateral of Lenders participating in any Facility differently from those of Lenders participating in other Facilities, 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 the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Revolving Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the holders application of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyany prepayment or Commitment reduction still required to be made is not changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Agent or an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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 the Swingline 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.
(cd) 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.
(e) Notwithstanding anything in this Agreement or the other Loan Documents to the contraryforegoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to extend add one or more additional credit facilities to this Agreement and to permit the maturity 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 New Term Loans and the New 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 Loan or Revolving Credit Commitmentdetermination of the Required Lenders.
(f) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, PolyporeParent, Holdings, the Required Borrower and the Lenders and each extending Lenderproviding the relevant Replacement New Term Loans (as defined below) to permit the refinancing of all outstanding New Term Loans (“Refinanced New Term Loans”) with a replacement term loan tranche hereunder which shall be Loans hereunder (“Replacement New Term Loans”); provided that each Lender under (a) the Facility that is being extended aggregate principal amount of such Replacement New Term Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced New Term Loans, (b) the same terms and conditions as each other Lender under Applicable Margin for such Facility, but Replacement New Term Loans shall not be required higher than the Applicable Margin for such Refinanced New Term Loans, (c) the weighted average life to participatematurity of such Replacement New Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced New Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement New Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement New Term Loans than, those applicable to such Refinanced New 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 New Term Loans and not to the New Revolving Facility Loans).
(dg) Furthermore, notwithstanding Notwithstanding the foregoing, technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of PolyporeParent, may amendHoldings and the Borrower and the Administrative Agent to the extent necessary to integrate any Additional New Term Loan Commitments or Additional New Revolving Facility Commitments on substantially the same basis as the New Term Loans or New Revolving Facility Loans, 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 Documentas applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any Revolving 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), or otherwise;
(ii) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any Commitment Fees, Revolving L/C Participation Fees of or any other amount actually due and fees payable hereunder 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) amend extend any date on which payment of interest on any Loan, Revolving L/C Disbursement or modify any Fees is due without the prior written consent of each Lender adversely affected thereby;
(iv) change the order of application of any amounts from the application thereof set forth in the applicable provisions of Section 2.18(b), Section 2.18(c) or Section 9.23 or change any provision hereof that establishes the pro rata requirements 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; provided that a change in any Lender’s Revolving Facility Percentage resulting from an increase in the Revolving Facility Commitments pursuant to Section 2.16, eliminate or reduce 2.20 shall be permitted pursuant to the voting rights procedures set forth in such Section 2.20;
(v) extend the stated expiration date of any Lender under this Section 9.8, change any other provision Revolving Letter of this Agreement or any of Credit beyond 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 CollateralMaturity Date, without the prior written consent of each Lender directly affected thereby, ;
(ivvi) change amend or modify 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 Classthis Section, (vSection 2.22(b) amend, modify or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi2.22(c) reduce the percentage contained in or the definition of the term “Required 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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date), ;
(vii) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantees of the Guarantors without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or and Issuing Bank; and
(viii) without amend, modify or waive this Agreement or any Security Document so as to alter the prior written consent ratable treatment of each Lender, amend Obligations arising under the Loan Documents and Obligations arising under Secured Swap Agreements or modify Section 5.02 of the Guarantee and Collateral Agreement and (y) amendments, waivers and other modifications to the definition of “Total Leverage RatioSpecified Swap Counterparty,” shall not affect the determination of the Applicable Percentage for the Revolving Facility “Swap Agreement,” “Secured Swap Agreements,” “Obligations,” or the Term Loans “Secured Obligations” (as defined in any applicable Security Document) in each case in a manner adverse to any Specified Swap Counterparty with Obligations then outstanding without the prior written consent of the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstandingany such Specified Swap Counterparty, respectively; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or an Issuing Bank or the Swingline Lender hereunder or under any the other Loan Document Documents without the prior written consent of the such Administrative Agent, the Collateral Agent or Issuing Bank Bank, as applicable. Each Lender shall be bound by any waiver, amendment or the Swingline 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) Notwithstanding anything Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent required by any Loan Document) enter into any amendment, this Agreement may be amended to extend the maturity modification or waiver of any Loan Document, or Revolving Credit Commitmententer 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, (i) 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 Commitments on the terms and conditions provided for in Section 2.20 and (ii) any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent, Polypore, Agent and the Required Lenders and each extending Lender; provided that each Lender under Borrower without the Facility that is being extended shall have the opportunity need 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 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 (ii), 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 order to correctconnection with any such amendment, amend modification, supplement or cure any ambiguitywaiver.
(e) Notwithstanding the foregoing, inconsistency each Fee Letter may be amended, or defect rights or correct any typographical error or other manifest error privileges thereunder waived, in any Loan Documenta writing executed only by the parties thereto.
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Sources: Credit Agreement (SemGroup Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Lender or 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 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 Polypore 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 Polypore Holdings, the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in (x) Section 2.22 with respect to any Revolver Commitment Increase and (y) the definition of Letter of Credit Increase with respect to amendments to Schedule 2.01B and subject to Section 2.14(b), neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore Holdings, the Borrower and the Required Lenders and (B) 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 (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 shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Revolver Loan or any L/C Disbursement, or extend the 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 shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender),
(ii) increase or extend the Revolver Commitment or decrease or extend the date for payment of any Fees of or any Lender (other amount actually due and payable hereunder 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 or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase or extension of maturity); provided, 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 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 and 9.04), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the provisions of Section 2.18(b) or (c) of this 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,
(v) amend or modify the pro rata requirements provisions of Section 2.167.02, eliminate Sections 9.08(a), (b) or (c) or reduce the voting rights percentage set forth in the definition of any Lender under this Section 9.8, change any other provision of this Agreement “Required Lenders” 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, “Supermajority Lenders,” 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 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 thereby (it being understood that with the consent of the Required Lenders, any Revolver Commitment Increase 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 Term Loan Revolver Loans and Revolver Commitments and Revolving Credit Commitments are included on the Restatement Effective Closing Date),
(vi) (x) 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 Guarantor, all or substantially all the Equity Interests of such Subsidiary Guarantor is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender or (y) subordinate the Liens of the Administrative Agent under the Collateral Documents with respect to Collateral at that time included in the Borrowing Base and/or all or substantially all of the Collateral (other than, in each case, in respect of Term Priority Collateral in accordance with the provisions of the Loan Documents as in effect on the date hereof or pursuant to Section 9.17) or subordinate the Obligations hereunder, without the prior written consent of each Lender,
(vii) without the prior written consent of each Lender directly affected therebythe Supermajority Lenders, amend change the definition of the term terms “Interest PeriodAvailability” in or “Borrowing Base” or any way which would permit Interest Periods component definition used therein (including, without limitation, the definitions of “Eligible Credit Card Receivables,” “Eligible Inventory,” “Real Estate Event Amount” and “Eligible In-Transit Inventory”) 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 Availability Reserve or to add Accounts and Inventory acquired in excess of six months without regard a Permitted Business Acquisition to availability to Lenders or the Borrowing Base as provided herein, or
(viii) without the prior written consent of each Lenderthe Supermajority Lenders, amend increase the percentages and advance rates set forth in the term “Borrowing Base” or modify Section 5.02 add any new classes of the Guarantee and Collateral Agreement and (y) amendmentseligible assets thereto, 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the an Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the 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) Notwithstanding anything 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 this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent required by any Loan Document) enter into any amendment, this Agreement may be amended to extend the maturity modification or waiver of any Loan Document, or Revolving Credit Commitmententer into any new agreement or instrument, with to effect the written consent granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Administrative AgentSecured Parties, Polyporeor as required by local law to give effect to, or protect any security interest for the Required Lenders and each extending Lender; provided benefit of the Secured Parties, in any property or so 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 participatesecurity interests therein comply with applicable law.
(d) Furthermore[Reserved]
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document, notwithstanding (i) the foregoing, Borrower and the Administrative AgentAgent may, with without the input or consent of Polyporeany other Lender, effect amendments to this Agreement and the other Loan Documents as may amendbe necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Sections 2.21, modify 2.22 or supplement 9.04(f), (ii) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Document Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by 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 the Required Lenders waiver is delivered in order to correct(x) comply with local law or advice of local counsel, amend (y) cure ambiguities, omissions, mistakes or cure any ambiguitydefects or (z) cause such guarantee, inconsistency or defect or correct any typographical error collateral security document or other manifest error in any document to be consistent with this Agreement and the other Loan DocumentDocuments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, any Lender or 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 AgentAgents, the 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 Polypore 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 Polypore the Borrower or any other Loan Party in any case shall entitle Polypore such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Polypore 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 (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 shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on on, any Loan or any Revolving 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 Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any Revolving L/C Participation Fees of or any other amount actually due and fees payable hereunder 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 Defaults shall not constitute an increase in the Commitments of any Lender, ),
(iii) extend any date on which any scheduled amortization payment in respect of any Incremental Term Loan or payment of interest on any Loan, Revolving L/C Disbursement or any Fees is due or reduce the amount of any scheduled amortization payment due with respect to any Incremental Term Loan on the date due, without the prior written consent of each Lender adversely affected thereby,
(iv) amend or modify the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the pro rata requirements sharing of Section 2.16payments required thereby, eliminate or reduce without the voting rights prior written consent of each Lender adversely affected thereby,
(v) extend the stated expiration date of any Lender under this Section 9.8, change any other provision Revolving Letter of this Agreement or any of Credit beyond 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 CollateralRevolving Maturity Date, without the prior written consent of each Lender directly affected thereby, ,
(ivvi) change amend or modify 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 this Section or waive compliance by Polypore with the provisions of Section 4.1, as it relates to an Event of Default following a breach of any provision of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term terms “Required Lenders” ”, “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 or reduce the percentage contained in the definition of the term “Required Revolving Lenders” without the prior written consent of each Revolving Credit Lender adversely affected thereby (it being understood that 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 Loans and Commitments and Revolving Credit Commitments are included on the Restatement Effective Date), and
(vii) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantees of the Subsidiary Loan Parties without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectivelyIssuing Bank; provided, further, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, an Issuing Bank or the a Swingline Lender hereunder or under any the other Loan Document Documents without the prior written consent of the such Administrative Agent, the Collateral Agent, Issuing Bank 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 assignee of such Lender,
(c) Notwithstanding anything Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in this Agreement their respective sole discretion, or the other Loan Documents shall, to the contraryextent 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 extend add one or more additional credit facilities to this Agreement and to permit the maturity 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 (ii) to include appropriately the Lenders holding such credit facilities in any Loan or Revolving Credit Commitmentdetermination of the Required Lenders.
(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Polypore, the Required Borrower and the Lenders and each extending Lenderproviding the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Incremental Term Loans (“Refinanced Term Loans”) with a replacement “B” term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that each Lender under (i) the Facility that is being extended aggregate principal amount of such Replacement Term Loans shall have not exceed the opportunity to participate in aggregate principal amount of such extension on Refinanced Term Loans, (ii) the same terms and conditions as each other Lender under Applicable Rate for such Facility, but Replacement Term Loans shall not be required higher than the Applicable Rate for such Refinanced Term Loans, (iii) the weighted average life to participatematurity 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 (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 Loans in effect immediately prior to such refinancing.
(df) Furthermore, notwithstanding Notwithstanding the foregoing, (i) technical and conforming modifications to the Administrative Agent, Loan Documents may be made with the consent of Polypore, may amend, modify or supplement the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Commitments on the terms and conditions provided for in Section 2.20 and (ii) 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 (ii), 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 order to correctconnection with any such amendment, amend modification, supplement or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Documentwaiver.
Appears in 1 contract
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 Issuing Bank 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 Polypore any Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section, 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 Polypore any Borrower in any case shall entitle Polypore any Borrower 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 except pursuant to an agreement or agreements in writing entered into by Polypore the Borrowers 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 Loan or any date for reimbursement of an L/C DisbursementLoan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C DisbursementLoan, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees 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 2.16, 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 4.1, as it relates to an Event of Default following a breach of any provision 9.04(j) or the provisions of this Agreement without the prior written consent of the Required Revolving Lenders, (vi) reduce the percentage contained in the definition of the term “Required Lenders” 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 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 of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) Section without the prior written consent of each Lender, amend or (iv) 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Issuing Bank or the 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.provisions of
Appears in 1 contract
Sources: Second Lien Credit Agreement (Thermadyne Holdings Corp /De)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by any Agent or any Lender or the Issuing Bank 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 Issuing Bank each 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 Polypore 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. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Polypore Borrower or any other Loan Party in any case shall entitle Polypore Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent and the Collateral Agent in accordance with this Agreement and the other Loan Documents for the benefit of all the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.14), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.01 and (ii) in addition to the matters set forth in clauses (b) and (c), of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
(b) Neither Except as otherwise set forth in this Agreement, and other than with respect to any waiver, amendment, supplement or modification contemplated in clauses (i) through (ix) below, which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders, neither this Agreement nor any of the Security Documents other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified modified, except pursuant to an agreement or agreements in writing entered into by Polypore the applicable Loan Party and the Required Lenders; provided, however, that Lenders (w) Polypore, or the Administrative Agent and or Collateral Agent, as applicable, acting with the Arrangers may enter into an amendment to effect written consent of the provisions Required Lenders); provided that no such amendment, modification, supplement or waiver shall:
(i) increase or extend the expiry date of Section 2.23(b) upon the effectiveness Commitment of any Incremental Assumption Agreement Lender without the written consent of such Lender (and it being understood that no amendment, modification, supplement, waiver or consent with respect to any such amendment condition precedent, mandatory commitment reduction, mandatory prepayment, covenant, Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in or extension of the expiry date of the Commitment of any event be deemed to have occurred upon such effectivenessLender for purposes of this clause (i); );
(ii) (x) no such agreement under this Section 9.8(b) shall (i) decrease reduce the principal amount ofor premium, if any, of any Loan or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any fees (including any prepayment fee) or other amount payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender directly and adversely affected thereby (it being understood that no waiver, amendment, supplement, modification or consent with respect to any mandatory commitment reduction, mandatory prepayment or the financial definitions in this Agreement (or any definition used, respectively, therein solely to the extent of their use therein) shall constitute a reduction in principal, premium, fees or other amounts or the rate of interest thereon for purposes of this clause (ii)) or (y) change the currency of the funding of any Loan;
(iii) postpone or extend the final scheduled maturity date of any Loan, or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursementfees or other amounts payable hereunder, or waive or excuse any such payment or (other than a waiver of any part thereof, or decrease increase in the rate of interest on any Loan or L/C Disbursementpursuant to Section 2.06(c)), without the prior written consent of each Lender directly and adversely affected thereby (it being understood that no waiver, amendment, supplement, modification or consent with respect to any mandatory commitment reduction, mandatory prepayment, covenant, Default, Event of Default or the financial definitions in this Agreement (or any definition used, respectively, therein, solely to the extent of their use therein) shall constitute a postponement, extension, waiver or excuse for purposes of this clause (iii));
(iv) change Section 2.14(c) or Section 8.03 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, (ii) increase or extend the 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 Lendereach Lender directly and adversely affected thereby;
(v) change the percentage set forth in the definition of “Required Lenders”, (iii) amend “Required Class Lenders” or modify the pro rata requirements of Section 2.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of any Loan Document (including this Agreement 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 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 case may be);
(vi) release any Guarantor or all or substantially all of the Collateralvalue of the Guarantees of the Guarantors (except as expressly provided in the Loan Documents), without the prior written consent of each Lender directly affected therebyLender;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly provided in the Loan Documents), (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, Lender;
(vviii) [reserved]; or
(ix) amend, waive or otherwise modify any term or waive compliance by Polypore with the provisions of Section 4.1provision which directly affects Lenders under one or more Class or Classes and does not directly affect Lenders under any other Class, as it relates to an Event of Default following a breach of any provision of this Agreement in each case, without the prior written consent of the Required Revolving Lenders, Class Lenders under such applicable Class or Classes under which Lenders are directly affected (vi) reduce the percentage contained and in the definition case of the term “multiple Classes which are so directly affected, such Required Lenders” without the prior written Class Lenders shall 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 together as the Term Loan Commitments and Revolving Credit Commitments on the Restatement Effective Dateone Class), (vii) without the prior written consent of each Lender directly affected thereby, amend the definition of the term “Interest Period” in any way which would permit Interest Periods to be in excess of six months without regard to availability to Lenders or (viii) without the prior written consent of each Lender, amend or 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 the Required Revolving Lenders or the holders of more than 50% of the aggregate unpaid principal amount of the affected Term Loans then outstanding, respectively; provided, further, that that, no such agreement waiver, amendment, supplement or modification shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank Agent or the Swingline Lender hereunder or under any other Loan Document Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the Issuing Bank case may be. Notwithstanding anything in this agreement to the contrary, (A) any waiver, amendment, supplement or modification of the Swingline LenderFee Letter or any provision thereof shall only require the consent of the parties thereto, and (B) any waiver, amendment, supplement or modification of the Closing Date Letter Agreement or any provision thereof shall only require the consent of the parties thereto.
(c) Without the consent of any other Person, the (x) applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (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 applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any Property or assets so that the security interests therein comply with applicable Legal Requirements, (y) Borrower and the Administrative Agent and/or Collateral Agent may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to give effect to Sections 2.19, 2.20 and 2.21 and (z) no Lender consent shall be required to effect any amendment or supplement to the Equal Priority Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other intercreditor agreement expressly contemplated by this Agreement that is for the sole purpose of adding the holders of any Indebtedness (or a Senior Representative with respect thereto) as expressly contemplated by the terms of the Equal Priority Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or such other intercreditor agreement expressly contemplated by 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 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).
(d) Notwithstanding the foregoing, in addition to any Incremental Loan Amendment(s), Refinancing Amendment(s) and Extension Amendment(s) effectuated without the consent of Lenders in accordance with Sections 2.19, 2.20 and 2.21, respectively, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and 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 Revolving Loans and the interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new Term Loans.
(e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Term Loans of any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class), the Required Class Lenders under a specific Class or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 11.02); provided that (x) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (y) no amendment which would require the consent of such Defaulting Lender under Section 11.02(b)(i) if it were not a Defaulting Lender shall be effected without the written consent of such Defaulting Lender and (z) no amendment which would require the consent of such Defaulting Lender under Section 11.02(b)(ii) and (iii) if it were not a Defaulting Lender shall be effected without the consent of such Defaulting Lender.
(f) Guarantees, Security Documents and related documents in connection with this Agreement may be in a form reasonably determined by the Controlling Party and may be, together with this Agreement and the other Loan Documents, amended to extend the maturity of any Loan or Revolving Credit Commitment, and waived with the written consent of the Administrative AgentAgent at the direction of Borrower without the need to obtain the consent of any Lender if such amendment or waiver is delivered in order (i) to comply with local law or advice of local counsel or (ii) to cause such guarantee, Polyporecollateral security document or other document to be consistent with this Agreement and the other Loan Documents. In addition, notwithstanding anything in this Agreement or any Security Document to the contrary, the Controlling Party may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5.10 and 5.11 or any Security Documents in respect of any particular Collateral or any particular Company.
(g) Any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Borrower and the Administrative Agent to (i) cure any ambiguity, omission, defect or inconsistency or (ii) to effect changes of a technical or immaterial nature, and such amendment shall become effective without any further action or consent of any other party to any Loan Document, 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 and each extending Lenderstating that the Required Lenders object to such amendment; provided that each Lender under the Facility that is being extended shall have consent of the opportunity to participate in such extension on Lenders or the same terms and conditions Required Lenders, as each other Lender under such Facilitythe case may be, but shall not be required to participate.
(d) Furthermoremake any such changes necessary to be made in connection with any borrowing of New Term Loans, notwithstanding New Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or any Extension and otherwise to effect the foregoingprovisions of Section 2.19, Section 2.20 and Section 2.21. Notification of such amendment shall be made by the Administrative Agent, with Agent to 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 Documentpromptly upon such amendment becoming effective.
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