Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. (c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document. (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any L/C Issuer or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (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 the Borrower Borrowers and the Required Lenders (or the Administrative Agent with the consent of (and consented to by 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 no such agreement 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 or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Obligation, 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 of any L/C Participation Fees or other fees or premiums of any Lender without the prior written consent of such Lender (it being understood which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that a waiver waivers or modifications of any condition precedent set forth in Section 4.02 conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Obligation or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each LenderLender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(iv) 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 9.08 or the definition of the 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 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Subsidiary Guarantee Agreement, unless, in the case of a Loan Party (other than the Company), 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 the terms of the Collateral Agreement or the Subsidiary Guarantee Agreement, as applicable, without 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 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); provided further provided, further, that no such agreement amendment shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, Swingline Lender or the Collateral Agent an L/C Issuer hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, Swingline Lender or such L/C Issuer acting as such at the Collateral Agenteffective date of such amendment, 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.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Lender or L/C Issuer, the Loan Parties and the Administrative Agent or Collateral Agent may (in their respective sole discretion, or shall, to such 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 rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Borrower may enter into Extension Amendments 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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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, in each case technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent (but without any further action or 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.
(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 “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 such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’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 Borrowers may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrowers’ election, (x) state that the Borrowers have 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 party 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 Loan Documentother 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 Borrowers a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
Appears in 2 contracts
Sources: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp), First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)
Waivers; Amendment. (a) 3. No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(ba) Neither Subject to the terms of the Intercreditor Agreement, neither this Agreement nor the other Loan Documents (other than the Fee Letter) nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent on behalf of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on or premium on any fees (including any prepayment fee or premium) payable with respect to any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or premium on any fees (including any prepayment fee or premium) payable with respect to any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Revolving Credit Facility Commitment (if any) or decrease or extend the date for payment of any fees (including any prepayment fee or premiums premium) of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with all or substantially all of the sale value of such Guarantor in a transaction permitted by Section 6.06) the Guarantees or all or substantially all of the Collateral, Collateral without the prior written consent of each LenderLender (other than in connection with a transaction permitted by Section 6.05 or as provided in the Intercreditor Agreement), (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche[reserved], (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender Lender, (it being understood that with vi) impose any additional restriction on any Lender's ability to assign any of its rights or obligations without the prior written consent of such Lender, or (vii) subordinate (x) payment of any of the Required LendersObligations to any other Indebtedness, additional extensions or (y) the Lien created under the Loan Documents in respect of credit pursuant the Obligations to this Agreement may be included any Lien in respect of any other Indebtedness, in the determination case of each of subclauses (vii)(x) and (vii)(y), without the Required Lenders on substantially the same basis as the Commitments on the date hereof)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 or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. The terms and provisions of the Fee Letter may not be waived, amended or modified without the written consent of the Administrative Agent and the Borrower (but any such waiver, amendment or modification shall not require the written consent of any of the Lenders).
(b) Notwithstanding anything in clause (b) or otherwise herein to the contrary, (i) any amendment or modification that would extend the final maturity date of the Loans of any Lender, in each case, with such Lender’s prior written consent, and increase the rate of interest and fees payable on the Loans of such Lender shall not require the prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Loans on a pro rata basis based on the aggregate principal amount of such Loans then outstanding pursuant to procedures approved by the Administrative Agent, and (ii) the payment in full of any Loans on the applicable final maturity date of such Loans and the payment of interest and fees made on account of the Revolving Credit Facility Commitments and/or Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17.
(c) The Administrative Agent and the Borrower may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or (ii) to effect any Conforming Amendment (as defined in the Intercreditor Agreement) in respect of a Subject Term Loan Amendment. . Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 2 contracts
Sources: Credit Agreement (Medley Management Inc.), Credit Agreement (Medley LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender other Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Notes Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent and the Lenders other Secured Parties hereunder and under the other Loan Notes 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 the Borrower or any other Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Pledgor in any case shall entitle the Borrower any Pledgor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required Lenders (Pledgor or the Administrative Agent Pledgors with the respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Article IX of the Required Lenders); provided, however, that no such agreement shall (i) decrease Notes Indenture. The Collateral Agent may conclusively rely on a certificate of an officer of the principal amount of, or extend the maturity of or Issuer as to whether any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of amendment contemplated by this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.065.09(b) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided 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 Agentis permitted.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, the Collateral Agent may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Issue Date for the perfection of security interests in the assets of the Pledgors on such amendment shall become effective date) where it reasonably determines, in consultation with the Issuer, that perfection or obtaining of such items cannot be accomplished without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Notes Documents, in each case without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Sources: Collateral Agreement (Second Lien) (ADT, Inc.), Collateral Agreement (Second Lien) (ADT, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor . Notwithstanding anything to the contrary contained herein or in any provision hereof may 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 waivedvested exclusively in, amended or modified except pursuant to an agreement or agreements and all actions and proceedings at law in writing entered into by the Borrower connection with such enforcement shall be instituted and the Required Lenders (or maintained exclusively by, the Administrative Agent in accordance with Sections 7.02 and 7.03 for the consent benefit of all the Required Lenders)Secured Parties; provided, however, that no such agreement the foregoing shall not prohibit (i) decrease the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (iii) any 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 2.17), 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 Letter or any Letter of 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 Administrative Agent (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 may be amended by an agreement in writing signed by the Administrative Agent and the Borrower to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, and (y) no amendment, waiver or consent shall:
(i) extend the Maturity Date of or increase the stated amount of any Commitment of any Lender (or reinstate any Commitment of any Lender terminated pursuant to the terms hereof) without the written consent of each Lender directly affected thereby;
(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 each Lender directly affected thereby;
(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 or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest specified herein on, any Loan or premium on L/C Disbursement or any Loan, interest or Fees 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 or premiums of any Lender without the prior written consent of such Lender thereby (it being understood and agreed that neither (x) any change in the definition of “Leverage Ratio”, or in the component definitions thereof, nor (y) any change to designate a waiver replacement to the LIBO Rate shall constitute a reduction of rate of interest or any condition precedent set forth interest or Fees payable hereunder); provided, however, that only the consent of the Required Lenders shall be required to waive any obligation of the Borrower to pay default interest pursuant to Section 2.07, including with respect to any amount payable thereunder or in connection therewith;
(iv) change Section 4.02 shall not constitute an increase of any Commitment of any Lender)2.16, (iiiSection 2.17(a) amend or modify Section 7.05 in a manner that would alter the pro rata requirements sharing of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, payments required thereby without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each Lender adversely affected tranche, thereby;
(v) reduce change any provision of this Section, or the percentage contained specified in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(vi) provide that the Loans may be made in a currency other than U.S. dollars without the prior written consent of each Lender directly affected thereby;
(it being understood that with vii) except as expressly permitted hereunder or under any Security Document, release all or substantially all of the value of the guaranties provided by the Guarantors hereunder or all or substantially all of the Collateral without the written consent of each Lender; or
(viii) amend or modify the Required Lenders, additional extensions of credit protections afforded to an SPC pursuant to this Agreement may be included in the determination provisions of Section 9.04(g) without the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further written consent of such SPC, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent a Swing Line Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissionsSwing Line Lender, or to effect administrative changes that are not adverse to any Lenderrespectively. Notwithstanding anything to the contrary contained herein, such amendment no Defaulting Lender shall become effective without have any further right to approve or disapprove any amendment, waiver or consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement hereunder or under any other Loan Document to the contrary(and any amendment, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case without any further action waiver or consent which by its terms requires the consent of all Lenders, all Lenders or a majority in interest of Lenders hereunder or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lender); provided that any such amendment, waiver or consent referred to in clause (b)(i), (ii) or (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 party to 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 DocumentDocument as a result of the existence of obligations owed to it under Hedging Agreements or Banking Services Obligations.
Appears in 2 contracts
Sources: Amended and Restated Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than amendments made to correct typographical errors which shall only require the written agreement of the Borrower and the Administrative Agent) except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanTerm Loan (except in connection with the waiver of applicability of any post-default increase in interest rates and except for any waiver with respect to mandatory prepayments under Section 2.13, which waiver in each case shall be effective with the consent of the Required Lenders), without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any fees or premiums Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or 9.04(k), the provisions of this Section 9.08 or the definition of the term “Required Lenders” insofar as such definition affects the substance of this Section, or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralmaterial Guarantor, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest release all or substantially all of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” Collateral without the prior written consent of each Lender Lender, or (it being understood that with v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(j) without the written consent of the Required Lenderssuch SPC; provided, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Dynegy Inc /Il/), Second Lien Credit Agreement (Dynegy Inc /Il/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender Lender, or waive or excuse any such payment or any part thereof, without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.172.16, the provisions of Section 9.04(i) or 9.04(h), the provisions of this Section 9.08 or the definition of the term “Required Lenders”, or (except as expressly provided in Section 9.17) release any Guarantor (other than in connection with all or substantially all the sale of such Guarantor in a transaction permitted by Section 6.06) Subsidiary Guarantors or all or substantially all of the Collateral, without the prior written consent of each Lender, Lender or (iv) change the provisions of contractually subordinate any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” Collateral Agent’s Liens without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, respectively.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 2 contracts
Sources: Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Alon Refining Krotz Springs, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, extend the date for payment of any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or reduce 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(i2.18, the provisions of Section 9.04(j) or the provisions of this Section 9.08 or release any Guarantor all or substantially all of the value of the Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.04) or all or substantially all of the Collateral (or subordinate the Liens in favor of the Collateral Agent on all or substantially all of the Collateral), without the prior written consent of each Lender, (iii) [reserved], (iv) change modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchesuch SPC, (v) reduce the percentage contained in the definition of the term “Required Lenders,” or impose additional restrictions on the ability of the Lenders to assign their rights and obligations under the Loan Documents, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof), (vi) amend the definition of “Required Lender” without the prior written consent of each Lender or (vii) reduce the number or percentage of the Lenders required to consent, approve or otherwise take any action under the Loan Documents without the prior written consent of each Lender affected thereby; provided further provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
; and (cB) The the Borrower and the Administrative Agent and the Borrower may amend or supplement this Agreement and any other Loan Document to correct administrative errors or omissionsDocuments, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to without the contrary contained herein, such amendment shall become effective without any further consent of any Lender, in order to (x) cure an obvious error or any error or omission of a technical or immaterial nature, (y) cause any other party Loan Documents to such Loan Document.
(d) Notwithstanding anything in be consistent with this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments (z) in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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 Document6.04.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Pyxus International, Inc.), Term Loan Credit Agreement (Pyxus International, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Lead Borrower and the Required Lenders 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 applicable Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall (i) 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 or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 adversely 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 or decrease or extend the date for payment of any fees or premiums of any Lender (other than with respect to any Incremental Revolving Facility pursuant to Section 2.23 in respect of which such Lender has agreed to be an Incremental Revolving Facility Lender) or decrease the Commitment Fees, Issuing Bank Fees or L/C Participation Fees or other fees of any Lender, Agent or Issuing Bank without the prior written consent of such Lender Lender, Agent or Issuing Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.,
Appears in 2 contracts
Sources: Abl Credit Agreement (Claire's Holdings LLC), Abl Credit Agreement (Claire's Holdings LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender or any Loan 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 AgentAgents, the Collateral Agent Lenders and the Lenders Loan Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party 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 Loan shall not be construed as a waiver of any Default or Event of Default regardless of whether an 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 the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Subject to the terms of the Intercreditor Agreement nor and to Sections 9.08(c) and (d), no amendment, modification, termination or waiver of any provision hereof may of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be waivedeffective without the written concurrence of the Requisite Lenders and Borrower.
(c) Subject to the terms of the Intercreditor Agreement, amended or modified except pursuant to an agreement or agreements in writing entered into by without the written consent of Borrower and the Required Lenders each Lender that would be directly affected thereby (or the Administrative Agent with whose consent shall be sufficient therefor without the consent of the Required Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) [Reserved];
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.08(c)) or any fee payable hereunder or any Applicable Prepayment Penalty payable hereunder, it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (iv);
(v) extend the time for payment of any such interest or fees or Applicable Prepayment Penalty;
(vi) reduce or forgive the principal amount of any Loan;
(vii) amend, modify, terminate or waive any provision of Section 2.13(a), Section 2.13(c), Section 2.19, Section 7.05, Section 9.08(b), this Section 9.08(c), Section 9.08(d) or Section 9.08(e);
(viii) amend the definition of “Requisite Lenders”;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guarantee Agreement except as expressly provided in the Loan Documents or subordinate the Liens under any Security Document, it being understood that additional extensions of credit under this Agreement consented to by the Requisite Lenders may be equally and ratably secured by the Collateral with the then existing secured obligations under the Security Documents; or
(x) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document.
(d) No amendment, modification, termination, waiver or consent with respect to any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:
(i) increase any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender and of Borrower; provided no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender;
(ii) [Reserved];
(iii) [Reserved];
(iv) [Reserved];
(v) [Reserved];
(vi) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent and of Borrower; or
(vii) amend, modify, terminate or waive any 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 to grant any consent thereunder without the written consent of each Lender (or each Lender and of Borrower).
(e) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement (other than as contemplated by Sections 9.08(d)(i), (ii), (v) and (vi)), the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (such Lender, a “Non-Consenting Lender”), then Borrower, at its sole cost and expense, shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described below, to transfer or assign, without recourse, all of the rights, obligations and interests of each such Non-Consenting Lender or Lenders with respect to either this Agreement or the Loans or Commitments that are subject to the related change, waiver, discharge or termination to one or more assignees (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, which approval shall not be unreasonably withheld, so long as at the time of such transfer or assignment, each such assignee consents to the proposed change, waiver, discharge or termination; provided, however, that no Non-Consenting Lender shall be obligated to make any such agreement assignment unless, (x) such assignment shall (i) decrease the principal amount of, or extend the maturity of not conflict with any law or any scheduled principal payment date rule, regulation or date for the payment order of any interest Governmental Authority and (y) such assignee or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease Borrower shall pay to the rate of interest or premium on any Loan, without the prior written consent of each affected Non-Consenting Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments immediately available funds on the date hereofof such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Consenting Lender all fees owed to such Non-Consenting Lender hereunder and all other amounts accrued for such Non-Consenting Lender’s account or owed to it hereunder (including, the Applicable Prepayment Penalty that would be payable if such Non- Consenting Lender’s Loans had been repaid at such time); provided further that no such agreement . Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall amend, modify or otherwise affect the rights or duties of execute and deliver to the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent or any Note (if the Collateral Agent.
assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(dcorresponding assignment) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, invalid and such Extension Amendments and Incremental Facility Amendments assignment shall be effective to amend recorded in 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 DocumentRegister.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any 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 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 with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, ,
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment 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 2.17, the provisions of Section 9.04(i) any L/C Disbursement or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 prorata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby or amend or modify any Loan Table of Contents Document so as to alter the ratable treatment of the Swap Agreement Obligations and the Loan Document Obligations or the definition of “Specified Swap Agreement,” “Swap Agreement Obligations,” “Swap Provider” or “Obligations” (as defined in any Loan Document), in each case in a manner adverse to any Swap Provider with Swap Agreement Obligations then outstanding without the written consent of such Swap Provider,
(v) amend or modify the provisions of this Section or the definition of the terms “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 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 Loans and Commitments are included on the date hereofThird Restatement Effective Date),
(vi) release all or substantially all the Collateral or release any of the Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement or such Subsidiary Loan Party is designated as an Unrestricted Subsidiary in accordance with the provisions of this Agreement, without the prior written consent of each Lender and each Swap Provider with Swap Agreement Obligations then outstanding; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Without the consent of the Syndication Agent or the Joint Lead Arrangers or any Lender, the Loan Parties and the Administrative Agent and may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Documents with the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) The Lenders and the Issuing Bank hereby consent to any amendments, restatements or other modifications to the Security Documents, including, without limitation, any release Table of Contents of the Liens on any Collateral granted pursuant thereto that constitutes COFACE Collateral, that are reasonably required to provide the lenders under the COFACE Loan a security interest over the COFACE Collateral pursuant to the terms of the Security Documents, and hereby direct the Administrative Agent to and the Administrative Agent hereby agrees to enter into such amendments, restatements or other modifications in each case form and substance reasonably satisfactory to the Administrative Agent and the Borrower, without any further action consent or consent direction from the Lenders and the Issuing Bank, pursuant to the terms of any other party to any Loan Documentthe Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except in the case of this Agreement and any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement 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 or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanRevolving L/C Disbursement, 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) 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 or other fees or premiums of payable to any Lender without the prior written consent of such Lender (it being understood that a waiver waivers or modifications of any condition precedent set forth in Section 4.02 conditions precedent, covenants, Defaults or Events of Defaults shall not constitute an increase of any Commitment in the Commitments of any Lender), ,
(iii) amend extend any date on which any scheduled payment of interest on any Loan, Revolving L/C Disbursement or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) extend the stated expiration date of any Revolving Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly affected thereby,
(vi) amend or modify the provisions of this Section or the definition of the terms “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 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 Loans and Commitments are included on the date hereofClosing Date),
(vii) release any Loan Party (except in connection with a sale permitted pursuant to Section 6.05) without the prior written consent of each Lender and Issuing Bank, and
(viii) amend or modify the provisions of Section 4.01 or 4.02; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Swingline Facility Lender or the Collateral Agent an Issuing Bank hereunder or under any the other Loan Document Documents without the prior written consent of the such Administrative Agent Agent, Swingline Facility Lender or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissionsan Issuing Bank, or to effect administrative changes that are not adverse to any Lenderas applicable. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments Each Lender shall be effective bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to amend the terms this Section 9.08 shall bind any assignee 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.such Lender,
Appears in 2 contracts
Sources: Revolving Credit Agreement (Frank's International N.V.), Revolving Credit Agreement (Frank's International N.V.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any the Commitment of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) or 2.10(d) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 9.08 or the definition of the terms "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 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(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; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The 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 and may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Documents, Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees in each case without respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any further action or consent determination of any other party to any Loan Documentthe Required Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender Lender, or waive or excuse any such payment or any part thereof, without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or 9.04(j), the provisions of this Section 9.08 or the definition of the term “Required Lenders”, or (except as expressly provided in Section 9.17) release any Guarantor (other than in connection with all or substantially all the sale of such Guarantor in a transaction permitted by Section 6.06) Subsidiary Guarantors or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of contractually subordinate any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” Collateral Agent’s Liens without the prior written consent of each Lender or (it being understood that with v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)such SPV; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, respectively.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to a Incremental Term Loan Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of Agent, as applicable, and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment 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 2.17, the provisions of Section 9.04(i) any L/C Disbursement or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section or the definition of the terms “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 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 Loans and Commitments are included on the date hereofClosing Date), or
(vi) (x) release the Company from its obligations under Article X, (y) release all or substantially all the Collateral or (z) release any Subsidiary Loan Party from its Guarantee under a Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, the Issuing Bank or the Collateral Swingline Lender acting as such at the effective date of such agreement, as applicable (it being understood that any change to Section 2.23 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this clause (b) and then only in the event such Defaulting Lender shall be adversely affected by such amendment, waiver or other modification. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Administrative Agent, and such Extension Amendments the Borrowers (a) to add one or more additional credit facilities (in addition to Incremental Term Loans as provided in Section 2.20) to this Agreement and Incremental Facility Amendments shall be effective to amend permit the terms 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 applicable Loan DocumentsDocuments with the Incremental Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, in each case without any further action or technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent to the extent necessary to (i) integrate any other party Incremental Term Loans or New Revolving Facility Commitments on substantially the same basis as the Revolving Facility Loans, as applicable and (ii) cure any ambiguity, omission, mistake, defect or inconsistency, to any Loan Documentthe extent such cure could not reasonably be expected to have a material adverse effect on the Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Syndication Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Syndication Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), or (iii) amend or modify the pro rata requirements provisions of Section 2.172.17 or 10.04(i), the provisions of Section 9.04(i) or this Section, the provisions definition of this Section 9.08 the term "Required Lenders" or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all any substantial part of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Syndication Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Syndication Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 9.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(j) or the provisions of this Section 9.08 or release any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.066.05 or as otherwise provided in the Intercreditor Agreement) or all or substantially all of the CollateralCollateral (except as provided in the Intercreditor Agreement), without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.each
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in Section 2.14(b), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of Agent, as applicable, and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby; provided that (1) neither (A) any amendment to the Financial Covenant definitions in this Agreement (or defined terms used in the Financial Covenants in this Agreement) or (B) any amendment entered into pursuant to the terms of Section 2.14(b) shall, in either case of the foregoing clauses (A) and (B) constitute a reduction in the rate of interest for purposes of this clause (i) and (2) waiver of the imposition of the default rate of interest shall only require the consent of the Required Lenders and not each Lender directly affected thereby,
(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) change amend or modify the provisions of any Loan Document Section 2.08(c), the second sentence of Section 2.11(a), Section 2.11(e) or Section 2.18(b) or (c) in a manner that would by its terms adversely affects alter the rights in respect ratable reduction of collateral and Commitments or the pro rata sharing of payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 9.08 or the definition of the 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 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 Loans and Commitments are included on the date hereofEffective Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.,
Appears in 1 contract
Sources: Credit Agreement (Fathom Digital Manufacturing Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Polypore or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case Polypore shall entitle the Borrower Polypore to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Polypore and the Required Lenders (or the Administrative Agent 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 the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, 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 Fees of or premiums of any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.172.16, eliminate or reduce the voting rights of any Lender under this Section 9.8, change any other provision of this Agreement or any of the other Loan Documents requiring, by its terms, the provisions consent or approval of Section 9.04(i) all the Lenders for such amendment, modification, waiver, discharge, termination or the provisions of this Section 9.08 consent, or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each LenderLender 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 collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected trancheClass, (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 date hereofRestatement 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 provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, the Issuing Bank or the Collateral AgentSwingline Lender.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any the other Loan Document Documents to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms 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, 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 applicable 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 Documents, in each case Document without any further action or 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 party to manifest error in any Loan Document.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers in any case shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, any other Loan Document, nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders (Lenders. No such waiver, amendment, modification or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of any Letter of Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or reimbursement obligation of any Letter of Credit, 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 or premiums Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or 9.04(j), the provisions of this Section 9.08 or the definition of the term "Required Lenders," or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralGuarantor, without the prior written consent of each Lender, (iv) change the provisions of release all or any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest substantial part of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” Collateral without the prior written consent of each Lender Lender, or (it being understood that with v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)such SPC; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or the Collateral Agent Arranger hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Swingline Lender, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan DocumentsIssuing Bank or Arranger, in each case without any further action or consent of any other party to any Loan Documentas applicable."
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of of, or any scheduled principal payment date or date for the payment of any interest on or premium on fee with respect to, any Loan, or waive or excuse any such payment or any part thereof, or decrease the Applicable Prepayment Fee or the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(j) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, such SPC or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Weight Watchers International Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agent, any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers in any case shall entitle the Borrower Borrowers to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise set forth in this Agreement, and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Required Lenders and the Required Lenders (Loan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent with the consent of the Required Lenders)Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend the maturity of or waive any scheduled principal amortization payment or the final scheduled maturity date of or date for the payment of any interest or premium on on, any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, 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 or premiums of any Lender without the prior written consent of such Lender thereby (it being understood that a (x) any amendments, waiver or other modifications of any condition precedent set forth in term or provision of Section 4.02 shall not constitute an increase of any Commitment of any Lender6.11, 7.01(d) (solely as it relates to Section 6.11 or 7.02), (iii) amend 7.02 or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required LendersConsolidated First Lien Net Leverage Ratio” without the prior written consent (or any of each Lender its component definitions (it being understood that with as used in such Sections but not as used in other Sections of this Agreement)), including pursuant to Section 1.02, shall only require the consent of the Parent Borrower and the Required Covenant Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis (y) except as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.set
Appears in 1 contract
Sources: Credit Agreement (VWR Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Collateral Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any New Term Loan Installment Date or reduce the pro rata requirements amount due on any New Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section or the definition of the 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 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 Loans and Commitments are included on the date hereofAmendment 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, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender;
(vii) effect any waiver, 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 other Facilities, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party 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 such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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 determination of the Required Lenders.
(e) In addition, in each case without any further action or notwithstanding the foregoing, this Agreement may be amended with the written consent of any the Administrative Agent, Holdings, the Borrower and the Lenders providing 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 (a) the aggregate principal amount of such Replacement New Term Loans shall not exceed the aggregate principal amount of such Refinanced New Term Loans, (b) the Applicable Margin for such Replacement New Term Loans shall not be higher than the Applicable Margin for such Refinanced New Term Loans, (c) the weighted average life to maturity 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 party 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).
(f) Notwithstanding the foregoing, technical and conforming modifications to the Loan DocumentDocuments may be made with the consent of Holdings 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, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders); provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall (i) decrease the principal amount of, or extend (other than as contemplated in Section 2.16) the maturity of or any scheduled principal payment date or date for the payment of any interest on, any Loan or premium on any Loanfees, or waive or excuse any such payment or any part thereof, or decrease any fees or the rate of interest or premium on any LoanLoan (other than (A) interest or fees arising in connection with the occurrence of an Event of Default, without (B) the fee described in Section 9.04(b) or (C) amendments to Section 6.11 or the defined terms related to Section 6.11 which shall only require the consent of the Required Lenders), without, in each case, the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the any Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of the Lender holding such Lender Commitment (it being understood that a waiver of any condition precedent set forth in including pursuant to Section 4.02 shall not constitute an increase of any Commitment of any Lender2.24, if applicable), (iii) amend or modify release the pro rata requirements of Section 2.17, Borrower from its obligations under the provisions of Section 9.04(i) or the provisions of this Section 9.08 Loan Documents or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralvalue of the Guarantee Agreement (except as permitted by Section 5.09(c), without Section 9.20 or as provided in the Guarantee Agreement), without, in each case, the written consent of each Lender, or (iv) amend or modify the provisions of Section 2.11(c), the provisions of this Section 9.08(b), the definition of the “Required Lenders” or modify any other provisions requiring payment to be made for the ratable account of the Lenders, without, in each case, the prior written consent of each affected Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any such Swingline Lender. Notwithstanding anything to the contrary contained herein, such amendment no Defaulting Lender shall become effective without have any further right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other party to affected Lenders shall require the consent of such Loan DocumentDefaulting Lender.
(dc) Notwithstanding anything the foregoing, no amendment, waiver or consent shall, unless in this Agreement writing and signed by the Designating Lender on behalf of its Designated Bank affected thereby, (i) subject such Designated Bank to any additional obligations, (ii) reduce the principal of, interest on, or other amounts due with respect to, the Designated Bank Note made payable to such Designated Bank, or (iii) postpone any date fixed for any payment of principal of, or interest on, or other Loan Document amounts due with respect to, the Designated Bank Note made payable to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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 DocumentDesignated Bank.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Borrower, in each case with the consent of the Required Lenders); provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall (i) other than as provided in Section 2.17(a), decrease the principal amount of, or extend (other than as contemplated in Section 2.16) the maturity of or any scheduled principal payment date or date for the payment of any interest on, any Loan or premium on any Loanfees, or waive or excuse any such payment or any part thereof, or decrease any fees or the rate of interest or premium on any LoanLoan (other than (A) interest or fees arising in connection with the occurrence of an Event of Default, without or (B) the fee described in Section 9.04(b)), without, in each case, the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the any Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of the Lender holding such Lender Commitment (it being understood that a waiver of any condition precedent set forth in Section 4.02 Default or Event of Default shall not constitute such an increase of any Commitment of any Lenderincrease), (iii) release the Borrower from its obligations under the Loan Documents without the written consent of each Lender, or (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or 2.11(b), the provisions of this Section 9.08 or release any Guarantor (other than in connection with 9.08(b), the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all definition of the Collateral“Required Lenders”, without any other provision of this Agreement that expressly provides that the consent of all Lenders is required or any other provisions requiring payment to be made for the ratable account of the Lenders, without, in each case, the prior written consent of each affected Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Table of Contents Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(c) Anything herein to the contrary notwithstanding, but subject to Section 2.17(a) and (c), if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between a provision of this Agreement and/or a provision of the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision to cure such ambiguity, omission, mistake, defect or inconsistency, and, in each case, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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 DocumentDocument if the Required Lenders do not provide the Administrative Agent with written notice of objection to such amendment within ten Business Days following receipt of notice thereof.
(d) Notwithstanding anything to the contrary in this Section 9.08, the Administrative Agent and the Borrower may, without the consent of any Lender, (x) enter into amendments or modifications to this Agreement or any of the other Loan Documents or (y) enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents, in each case, as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.17(c) in accordance with the terms of Section 2.17(c).
(i) If the Required Lenders (as defined in the Revolving Credit Agreement) agree in writing to amend, modify, waive or restate any of the terms of the Revolving Credit Agreement relating to reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in GAAP, events of default and associated definitions (the “Revolving Credit Agreement Provisions”) (which may include a written waiver of an existing actual or potential default or event of default that is intended to be eliminated by such amendment, modification, waiver or restatement) (each of the foregoing, a “Revolving Credit Agreement Modification”), then (A) except to the extent such Lender has provided written notice to the Borrower that the terms of this Section 9.08(e)(i)(A) do not apply to such Lender’s agreement to such Revolving Credit Agreement Modification, any Lender that is also (or whose Affiliate is) a “Lender” under the Revolving Credit Agreement who affirmatively agreed to such Revolving Credit Agreement Modification shall be deemed to have consented to a corresponding amendment, modification, waiver or restatement of the terms of this Agreement corresponding to the Revolving Credit Agreement Provisions amended, modified, waived or restated by the Revolving Credit Agreement Modification (a “Corresponding Modification”) and (B) if the Lenders described in clause (A) above constitute the Required Lenders, then, unless the Borrower notifies the Administrative Agent that this Agreement shall not require a Corresponding Modification, simultaneously with the effectiveness of such Revolving Credit Agreement Modification, the applicable provisions of this Agreement shall be deemed automatically amended, modified or restated, or such waiver, consent or approval granted, pursuant to a Corresponding Modification in a manner consistent with the Revolving Credit Agreement Modifications under the Revolving Credit Agreement. If requested by the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and each approving Lender (including any Lender deemed to have approved as described above) shall execute and deliver a written amendment to, restatement of, or waiver, consent or approval under, this Agreement memorializing such modification, restatement, waiver, consent or approval. Notwithstanding anything to the contrary in this subsection, the terms of this subsection shall not apply to any Table of Contents modification, restatement, waiver, consent or approval regarding any of the matters described in Section 9.08(b).
(ii) At any time that the Administrative Agent is not a “Lender” under the Revolving Credit Agreement, the Borrower agrees to provide the Administrative Agent with (x) a copy of all draft documents distributed to the “Lenders” under the Revolving Credit Agreement with respect to the Revolving Credit Agreement Modification promptly upon such distribution and (y) a final, executed copy of each document in respect of each Revolving Credit Agreement Modification.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower other Loan Parties and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, 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 or premiums Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(k) or the provisions of this Section 9.08 or release any Guarantor one or more Guarantors representing all or substantially all of the value of the Guarantees hereunder (other than in connection with the sale of such Guarantor Guarantors in a transaction permitted by Section 6.066.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms directly adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each directly adversely affected trancheClass, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that (A) no such agreement shall amend, modify or otherwise adversely affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, any Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, such Issuing Bank or the Swingline Lender, as the case may be, (B) any waiver, amendment or modification of this Agreement that by its terms solely directly adversely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of one or several particular Class or Classes (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class or Classes of Lenders that would be required to consent thereto under this Section if such Class or Classes of Lenders were the only Class or Classes of Lenders hereunder at the time and (C) Loan Modification Offers may be made as set forth in Section 9.22.
(c) The Administrative Agent Agent, Holdings and the Borrower Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein; provided, however, that no such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document until the fifth Business Day after it has been posted to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Lenders, and then only if the Required Lenders have not objected in writing thereto within such Extension Amendments and Incremental Facility 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 Documentfive Business Day period.
Appears in 1 contract
Sources: Credit Agreement (ASC Holdco, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower any Borrower, or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or Holdings in any case shall entitle the any Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders (or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Loan Party (to the extent such Loan Party is a party thereto), in each case with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, Loan or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) except as provided in Section 2.24, increase or extend the Commitment or decrease or extend the date for payment of any fees Fees (or premiums any prepayment premium set forth in Section 2.12) of any Lender without the prior written consent of such Lender (it being understood Lender; provided that a waiver of any condition precedent set forth in Section 4.02 the foregoing shall not constitute an increase of any Commitment of any Lender)apply to extensions effected in accordance with Section 2.22, (iii) amend or modify the pro rata requirements of Section 2.17, 2.17 or the sharing of payments provisions of Section 9.04(i) 2.18 or the provisions of this Section 9.08 or release any Guarantor (other than in connection with all or substantially all of the sale value of such Guarantor in a transaction permitted by Section 6.06) the Guarantees under the Security Documents or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected trancheClass, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The . 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 Borrower may amend any Borrowers and each other Loan Document to correct administrative errors or omissionsParty that is a party thereto, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to without the contrary contained herein, such amendment shall become effective without any further consent of any other party to of the Lenders, if such Loan Document.
(d) Notwithstanding anything in this Agreement amendment or any other Loan Document modification is beneficial to the contrary, Lenders (or the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case without any further action Lenders holding Loans or consent Commitments of any other party to Class) and does not adversely affect the rights or obligations of any Lender under any Loan Document.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or reduce 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 or premiums of any other amount due and payable hereunder to any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(i2.18, the provisions of Section 9.04(j) or the provisions of this Section 9.08 or release any Guarantor all or substantially all of the value of the Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.066.04) or all or substantially all of the DIP Collateral (or subordinate the Liens in favor of the Collateral Agent on all or substantially all of the DIP Collateral), without the prior written consent of each Lender, (iv) change [reserved], (v) modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchesuch SPC, (vvi) [reserved], (vi) reduce the percentage contained in the definition of the term “Required Lenders,” or impose additional restrictions on the ability of the Lenders to assign their rights and obligations under the Loan Documents, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof), (vii) amend the definition of “Financing Commitment Party” or “Required Financing Commitment Parties” without the prior written consent of each Financing Commitment Party, (viii) amend the definition of “Backstop Commitment Party” without the prior written consent of each Backstop Commitment Party or (ix) reduce the number or percentage of the Lenders required to consent, approve or otherwise take any action under the Loan Documents without the prior written consent of each Lender affected thereby; provided further provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
; and (cB) The the Borrower and the Administrative Agent and the Borrower may amend or supplement this Agreement and any other Loan Document to correct administrative errors or omissionsDocuments, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to without the contrary contained herein, such amendment shall become effective without any further consent of any other party Lender, in order to such Loan Document.
(dx) Notwithstanding anything in this Agreement cure an obvious error or any error or omission of a technical or immaterial nature or (y) cause any other Loan Document Documents to the contrary, the Borrower may enter into Extension Amendments in accordance be consistent with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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 DocumentAgreement.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(ba) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders 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 with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for (other than as expressly contemplated in clause (b) of the payment definition of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof“Revolving Facility Maturity Date”), or decrease the rate of interest on, any Loan or premium on any LoanL/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 adversely 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 of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums of any Lender without the prior written consent of such each Lender directly affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment 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 2.17, the provisions of Section 9.04(i) any L/C Disbursement or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender adversely affected thereby;
(iv) change the provisions definition of the term “Borrowing Base” or any Loan Document in component definition thereof if as a manner result thereof the amounts available to be borrowed by the Borrower would be increased (provided that by its terms adversely affects the rights in respect foregoing shall not limit the discretion of collateral and payments due the Administrative Agent to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of change, establish or eliminate any other tranche Reserves without the prior written consent of Lenders holding a majority any Lenders), in interest each case without the prior written consent of the outstanding Loans of each adversely affected tranche, Super Majority Lenders;
(v) reduce amend or modify the percentage contained in provisions of this Section 10.08 or the definition of the term 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 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 Loans and Commitments are included on the date hereofClosing 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); provided further 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; 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 hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, the Co-Collateral Agent or such Issuing Bank, as applicable, acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any assignee of such Lender.
(b) Without the consent of any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(c) The Notwithstanding the foregoing (but without limiting the rights of the Lenders and the Agents under the provisos to the preceding clause (b)), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent Agent, Holdings and the Borrower may amend any Loan Document (i) to correct administrative errors add one or omissions, or more additional credit facilities to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document and to permit the contrary, extensions of credit from time to time outstanding thereunder and the Borrower may enter into Extension Amendments accrued interest and fees in accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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 each case without any further action determination of the Required Lenders or the Super Majority Lenders.
(d) [Reserved].
(e) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (1) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (2) the date on which payment of interest on any Loan or any L/C Disbursement or any fees is due may not be extended without the prior written consent of such Lender, to the extent such Lender is adversely affected thereby, and (3) this Section 10.08 may not be amended or modified without the prior written consent of such Lender to the extent such Lender is adversely affected thereby.
(f) The Administrative Agent and Collateral Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any other party to 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 the Administrative Agent, the Collateral Agent Agent, any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of any Loan or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase change or extend the Commitment or decrease or extend the date for payment of any fees or premiums Commitment Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 2.18 or 9.04(i) or ), the provisions of this Section 9.08 9.08, the definition of the term "Required Lenders", or release all or any substantial part of the Collateral, other than the Permitted Release, or release any Guarantor (other than in connection with or Gilbert Guarantor from the sale Guarantee Agreement or Gilbert ▇▇▇▇▇ntee Agreement, as applicable, unless all o▇ ▇▇▇▇▇antially all of the Capital Stock of such Guarantor or Gilbert Guarantor is sold in a transaction permitted by Section 6.06) or all or substantially all of the Collateral▇▇▇▇ ▇▇reement, without the prior written consent of in each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” case without the prior written consent of each Lender or (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall iv) amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or the Collateral Agenteach Issuing Bank.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender Purchaser in exercising any power or right hereunder or under any other Loan Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders Purchasers hereunder and under the other Loan Transaction Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Transaction Document or consent to any departure by the Borrower Issuer or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Issuer in any case shall entitle the Borrower Issuer to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Issuer and the Required Lenders Purchasers (or the Administrative Agent with acting at the consent written direction of the Required LendersPurchasers); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanNote, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanNote, without the prior written consent of each Lender Purchaser directly adversely affected therebythereby (other than any waiver of any increase in the interest rate applicable to the Notes as a result of the occurrence of a Default or an Event of Default), (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender Purchaser without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender)Purchaser, (iii) amend or modify the pro rata requirements of Section 2.172.11, the provisions of Section 9.04(i10.04(j) or the provisions of this Section 9.08 or release any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.066.05) or all or substantially all of the Collateral, without the prior written consent of each LenderPurchaser, (iv) change modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 10.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, such SPC or (vvi) reduce the percentage contained in the definition of the term “Required LendersPurchasers” without the prior written consent of each Lender Purchaser (it being understood that with the consent of the Required LendersPurchasers, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Purchasers on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Transaction Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, the Collateral Agent Issuing Bank or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 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 an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor Subject to Sections 9.08(c), 9.08(d), 9.08(e) and 9.08(f), no amendment, modification, termination or waiver of any provision hereof may of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by effective without the Borrower and the Required Lenders (or the Administrative Agent with the consent written concurrence of the Required Requisite Lenders.
(c) Subject to Section 9.08(e) and 9.08(f); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender that would be directly adversely affected therebythereby (whose consent shall be sufficient therefor without the consent of the Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note or the final expiration of any Commitment;
(ii) increase waive, reduce or postpone any scheduled repayment pursuant to Section 2.05(d);
(iii) [intentionally omitted];
(iv) reduce the rate of interest on any Loan or any Fee payable hereunder (other than any Default Rate imposed pursuant to Section 2.08(c)), it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (iv);
(v) extend the Commitment or decrease or extend the date time for payment of any fees interest, Fees or premiums reimbursement of any Lender without LC Disbursement;
(vi) reduce the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions principal amount of any Loan Document in a manner that by its terms adversely affects the rights or any reimbursement obligation in respect of collateral and payments due any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 9.08(b), this Section 9.08(c), Section 9.08(d), Section 9.08(e) or 9.08(f) (except for technical amendments with respect to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement which affect the protections to such additional extensions of credit of the type provided to the Lenders on the Closing Date);
(viii) amend the definition of “Requisite Lenders,” “Requisite Class Lenders” or “Commitment Percentage”; provided, with the consent of Requisite Lenders and the Requisite Class Lenders of the applicable Class, additional extensions of credit pursuant hereto may be included in the determination of the Required Lenders “Requisite Lenders,” “Requisite Class Lenders” or “Commitment Percentage” on substantially the same basis as the Revolving Credit Commitments, Revolving Loans, Term Commitments and Term Loans, are included on the date hereof); provided further that no such agreement shall amend, modify Closing Date;
(ix) release all or otherwise affect the rights or duties substantially all of the Administrative Agent Collateral or the Collateral Agent hereunder value of the Guarantees under the Guarantee Agreement or a release of the guarantee of Parent under the Guarantee Agreement, except as expressly provided in the Loan Documents or subordinate the Liens under any other Loan Document without Security Document, it being understood that additional extensions of credit under this Agreement consented to by the prior written consent of the Administrative Agent or Requisite Lenders may be equally and ratably secured by the Collateral Agent.with the then existing secured obligations under the Security Documents; or
(cx) The Administrative Agent and the Borrower may amend waive any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Documentcondition set forth in Section 4.01.
(d) Notwithstanding anything Subject to Section 9.08(e) and 9.08(f), no amendment, modification, termination, waiver or consent with respect to any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:
(i) increase any Revolving Credit Commitment of a Lender over the amount thereof then in effect without the consent of such Lender; provided no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in any Revolving Credit Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision of this Agreement relating to Revolving Letters of Credit without the written consent of each Issuing Bank;
(iii) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other Loan Document provision hereof as the same applies to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms rights or obligations of this Agreement and the other applicable Loan Documentsany Agent, in each case without any further action or the consent of such Agent;
(iv) amend, modify, terminate or waive any other party provision of any Loan Document 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 to grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be);
(v) amend, modify, terminate or waive (A) the manner of application of any optional or mandatory prepayments as among or between Classes of Loans, (B) the pro rata sharing of payments of Lenders under Section 2.13(c) or (d) or (C) the sharing of set-offs under Section 2.19, in each case, without the written consent of the Requisite Class Lenders of each Class that is being allocated a lesser prepayment or payment, as the case may be, as a result thereof;
(vi) expressly amend, modify, supplement or waive any condition precedent in Section 4.02 to any Loan DocumentRevolving Credit Borrowing or issuance of a Revolving Letter of Credit without the written consent of the Requisite Class Lenders with respect to Revolving Credit Commitments; or
(vii) increase the maximum duration of Interest Periods hereunder without the consent of each Revolving Lender and Term Lender;
(e) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement (other than as contemplated by Section 9.08(d)(i), (v) and (vi) above), the consent of the Requisite Lenders or majority Lenders of any Class, as applicable, is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (such Lender, a “Non-Consenting Lender”), then Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described below, to replace each such Non-Consenting Lender or Lenders (or to replace such Non-Consenting Lender or Lenders from the Class for which consent is being sought) with one or more assignees which will become Lenders hereunder (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent and, with respect to assignees that are Revolving Lenders, the Issuing Bank (which approval in each case shall not be unreasonably withheld) so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination; provided, however, that no Non-Consenting Lender shall be obligated to make any such assignment unless, (x) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (y) such assignee or Borrower shall pay to the affected Non-Consenting Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans, participations in LC Disbursements, and all Fees owed with respect to, any Class of Loans with respect to which such Non-Consenting Lender’s consent was requested but not obtained.
(f) Any amendments, modifications or supplements to the amount, pricing or tenor of the Revolving Credit facility shall only require the written consent of the Requisite Class Lenders with respect to the Revolving Credit Commitments; provided, that any amendment or modification that reduces pricing or extends the tenor or increases the Commitments under the Revolving Credit Facility shall require the consent of each Revolving Credit Lender directly affected thereby.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent anyIssuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any 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 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 Collateral Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ;
(iii) amend extend or modify waive any Installment Date or reduce the pro rata requirements amount due on any Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section or the definition of the 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 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 Loans and Commitments are included on the date hereofClosing Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.;
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Revolver Loan or premium on any LoanL/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 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 or premiums of any Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 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 Commitment of any Lender)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, 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 pro rata requirements of Section 2.17, the provisions of Section 9.04(i2.18(b) or the provisions (c) of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor Agreement in a transaction permitted manner that would by Section 6.06) or all or substantially all its terms alter the pro rata sharing of the Collateralpayments required thereby, without the prior written consent of each Lender, ,
(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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancheSection 7.02, Sections 9.08(a), (vb) or (c) or reduce the voting percentage contained set forth in the definition of the term “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that with any Revolver Commitment Increase, Extended Revolver Commitments (and the consent of the Required Lendersrelated credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided further that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein,
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto, or
(ix) amend the definition of “Alternative LC Currency” without the prior written consent of each Lender, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Collateral Agent.
(c) The Administrative Agent Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and the Borrower may amend any Loan Document consent by any Lender pursuant to correct administrative errors this Section 9.08 shall bind any successor or omissions, or to effect administrative changes that are not adverse to any assignee of such Lender. Notwithstanding anything to the contrary contained 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 amendment shall become effective Lender may not be increased or extended without any further the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any other party Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement or any other Loan Document to may be amended with the contrarywritten consent of the Administrative Agent, the Borrower may enter into Extension Amendments in accordance Borrowers and the Lenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, replacement or modification of all of the Revolving Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with Section 2.22 a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any basket hereunder and Incremental Facility Amendments in accordance with Section 2.24plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and such Extension Amendments underwriting discounts, fees, commissions and Incremental Facility Amendments shall be effective to amend expenses, associated therewith), (ii) the terms of any Replacement Revolver Facility are, as of the date of incurrence of such Replacement Revolver Facility, not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Revolver Facility than those applicable to the Replaced Revolver Facility (other than any covenants or other provisions applicable only to periods after the Revolver Termination Date) and (iii) any Lender or, with the consent of the Borrowers and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Revolver Loans or Revolver Commitment to such person, the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender (which consent shall not be unreasonably withheld), any additional bank, financial institution or other entity may provide such Replacement Revolver Facility.
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document, (i) the Borrowers and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other applicable Loan Documents as may be necessary in the reasonable opinion of the Borrowers and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f) or 9.08(d), (ii) if the Administrative Agent and the Borrowers have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Parent, Holdings or Subsidiaries in each case connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without any further action or the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other party document to any be consistent with this Agreement and the other Loan DocumentDocuments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower Company or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower Company or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Company, 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 Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 any amendment to the Total Leverage Ratio or the component 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 Revolving Facility Commitment or decrease or extend the date for payment of any fees or premiums of any Lender or decrease the Revolving Facility Commitment Fees or L/C Participation Fees 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender directly and adversely affected thereby,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) or 2.10(c) of this Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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,
(v) amend or modify the provisions of this Section 9.08, Section 9.04(a)(i) or the definition of the terms “Required Lenders”, “Majority Lenders”, without the prior written consent of each Lender directly and 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 Loans and Commitments are included on the date hereofClosing Date); provided further ,
(vi) release all or substantially all the Collateral under each Security Document or release all or substantially all of the value of the Guarantees under the 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, without the prior written consent of each Lender, or
(vii) amend, modify or waive Section 2.18(b) or (c) or Section 7.02 of this Agreement or the analogous provisions of any Security Document so as to alter the ratable treatment of Secured Obligations arising under the Loan Documents and Secured Obligations arising under Specified Hedge Agreements and “Cash Management Obligations” or the definition of “Lender Counterparty,” “Specified Hedge Agreement,” “Cash Management Obligations,” or “Secured Obligations,” in each case in a manner adverse to any Lender Counterparty or Covered Counterparty with Secured Obligations then outstanding without the written consent of any such Lender Counterparty or Covered Counterparty, as the case may be, or
(viii) increase the aggregate Revolving Facility Commitment (including pursuant to Incremental Extension of Credit) to an amount in excess of $110.0 million without the prior written consent of the Majority Lenders under the Term Facility and the Majority Lenders under the Revolving Facility, or
(ix) amend or modify the provisions of Sections 2.11(g) or 7.02 in a manner adversely affecting the priority status of the Secured Obligations under the Revolving Facility without the prior written consent of the Majority Lenders under the Revolving Facility. provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Collateral AgentSwingline Lender, as applicable; provided, however, if an Affiliate of Holdings or any Permitted Investor shall be a Lender, the Loans held by such person shall be deemed to have been voted in the same manner as the Required Lenders (assuming for this purpose that the Loans held by such person were not outstanding other than in respect of Section 9.04(a)(ii), and clauses (i), (ii), (iii) or (iv) of the first proviso to this Section 9.08(b)). 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) The Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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, in each case without any further action or Article VIII hereof may be amended with the consent of the Administrative Agent and the Borrower alone to add parallel debt and similar provisions required or advisable in connection with the execution and delivery of Security Documents.
(f) Without the consent of the Syndication Agent or any other party to any Joint Lead Arranger or Lender or Issuing Bank, the Loan DocumentParties and the Administrative Agent may enter into the intercreditor arrangements contemplated by the definitions of “Permitted Secured Ratio Debt”, “Permitted Unsecured Ratio Debt”, “Permitted First Priority Refinancing Debt” and “Permitted Second Priority Refinancing Debt” or by Section 2.21, Section 2.22 or Section 6.01(j).
Appears in 1 contract
Sources: Credit Agreement (Edwards Group LTD)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the 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 the any Borrower in any case shall entitle the any Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.172.16, the provisions of Section 9.04(i9.04(j) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change modify the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.of
Appears in 1 contract
Sources: Second Lien Credit Agreement (Thermadyne Holdings Corp /De)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent any L/C Issuer, any Lender or any Lender other Secured Party in exercising any right, power or right remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, power or powerremedy, or any abandonment or discontinuance of steps to enforce such a right right, power or powerremedy, preclude any other or further exercise thereof or the exercise of any other right right, power or powerremedy. The rights rights, powers and remedies of the Administrative Agent, the Collateral Agent and any L/C Issuer, the Lenders or any other Secured Party hereunder and under the other Loan 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 the Borrower or any other Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 5.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Agent, any Lender, any L/C Issuer or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower any Pledgor in any case shall entitle the Borrower any Pledgor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Agent and the Required Lenders (Pledgor or the Administrative Agent Pledgors with the respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided 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 AgentCredit Agreement.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, the Agent may grant extensions of time for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Pledgors on such amendment shall become effective without any further consent date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of any other party to such Loan Document.
(d) Notwithstanding anything in items cannot be accomplished by the time or times at which it would otherwise be required by this Agreement or any the other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative any Agent, the Collateral Agent any L/C Issuer or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by ▇▇▇▇▇▇, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Parent, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the L/C Issuer may have had notice or knowledge of such Default or Event of Default at the time.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Sections 2.22, 2.23, 2.25 and 6.13, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Parent, the Borrower and the Administrative Agent (and consented to by the Required Lenders or, in the case of a waiver, amendment or modification of the Financial Performance Covenant, the Required Covenant Lenders) and (z) in the case of any other Loan Document, pursuant to an agreement or the Administrative Agent with the consent of agreements in writing entered into by each party thereto and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Obligation, extend the stated expiration of any Letter of Credit beyond the Revolving Facility Maturity Date, 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 or premiums of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, in the case of clause (y), such consent of such Lender shall be the only consent required hereunder to make such modification) (it being understood that a waiver waivers or modifications of any condition precedent set forth in Section 4.02 conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date, reduce the pro rata requirements amount due on any Term Loan Installment Date, or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Obligation or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each LenderLender 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) change amend Section 7.02, Section 2.09(b) (to the provisions of extent requiring any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest reduction of the outstanding Loans of each adversely affected tranche, Revolving Facility Commitments to be applied ratably among the Lenders) or Section 2.19(b) or (vc) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender adversely affected thereby,
(v) reduce the voting rights of any Lender under this Section 9.08 or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the value of the guarantees by the Subsidiary Loan Parties under the Guarantee Agreements, unless, in each case, to the extent sold or otherwise disposed of in a transaction permitted by this Agreement or the other Loan Documents, without the prior written consent of each Lender;
(vii) amend Section 1.05 without the prior written consent of each Revolving Facility Lender and each L/C Issuer;
(viii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Required Class Lenders participating in the adversely affected Facility (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);
(i) amend, waive or otherwise modify the provisions of Section 6.10 and any defined term as used therein (but not as used anywhere else in the Loan Documents) or any other provision of the Loan Documents incorporating Section 6.10 with respect to the effects thereof, (ii) waive or consent to any Default or Event of Default resulting from a breach of Section 6.10 or (iii) alter the rights or remedies of the Required Covenant Lenders arising pursuant to Article VII as a result of a breach of Section 6.10, in each case, without the written consent of the Required Covenant Lenders (which, notwithstanding the foregoing, such consent of the Required Covenant Lenders shall be the only consent required hereunder to make such amendment, waiver or modification); provided further or
(x) (i) contractually subordinate the Obligations in right of payment to any other Indebtedness of the Borrower and/or Guarantors or (ii) contractually subordinate the Liens securing the Obligations on a material portion of the Collateral to Liens on a material portion of the Collateral securing other Indebtedness, without the written consent of each Lender directly and adversely affected thereby (and, with respect to the Term A Loans and Revolving Facility, consent of all Term A Lenders or Revolving Facility Lenders, as applicable), it being understood that this clause (i) shall not (A) override the permission for (x) Liens expressly permitted by Section 6.02 as in effect on the Closing Date or (y) Indebtedness expressly permitted by Section 6.01 as in effect on the Closing Date, (B) restrict an amendment to increase the maximum permitted amount of Indebtedness (x) incurred under Section 6.01(i) and (y) secured by liens under Sections 6.02(i) or (j) as in effect on the Closing Date or (C) apply to the incurrence of debtor-in-possession financing (or similar financing arrangements in insolvency proceedings in non-U.S. jurisdictions) approved by the applicable bankruptcy court; provided, further, that (A) no such agreement amendment shall amend, modify or otherwise affect the rights or duties of the Administrative Agent any Agent, Swingline Lender or the Collateral Agent an L/C Issuer hereunder or under any other Loan Document without the prior written consent of such Agent, Swingline Lender or such L/C Issuer acting as such at the Administrative Agent effective date of such amendment, as applicable and (B) no amendment, waiver or consent shall amend, modify or waive any condition precedent to any extension of credit under the Revolving Facility set forth in Section 4.01 without the written consent of the Required Class Lenders under such Revolving Facility (it being understood that (i) amendments of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default or Event of Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.01 have been satisfied regardless of whether the Required Class Lenders under the Revolving Facility shall have consented to such amendment, modification or waiver and (ii) such consent of the Required Class Lenders under the applicable Revolving Facility shall be the only consent required hereunder to make such modifications to the conditions precedent set forth in Section 4.01 for extensions of credit under the Revolving Facility). Notwithstanding the foregoing, no consent of any Defaulting Lender shall be required for any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender unless such waiver, amendment or modification by its terms would materially and adversely affect such Defaulting Lender differently than other affected Lenders; provided that the Commitment of any Defaulting Lender may not be increased in amount or the Collateral Agentmaturity 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) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Lender or L/C Issuer, the Loan Parties and the Administrative Agent or Collateral Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, to include the Other First Lien Secured Parties in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement, in all cases subject to the Agreed Security Principles or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent, Parent and the Borrower may enter into Extension Amendments (i) to add one or more additional credit or debt facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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, in each case without any further action Required Covenant Lenders or Required Class Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Parent, the Borrower and the Administrative Agent to the extent necessary (A) to integrate any Incremental Term Loans, any Refinancing Term Loans or any Replacement Revolving Commitments on substantially the same basis as the Term Loans or Revolving Facility Loans, as applicable, (B) to integrate any Other First Lien Debt or (C) to cure any ambiguity, omission, defect or inconsistency; provided, with respect to this clause (C), that (i) such modifications do not adversely affect the rights of any Lender or other party holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
(f) Notwithstanding the foregoing, this Agreement may be amended, (i) with the written consent of each Revolving Facility Lender, the Administrative Agent, Parent and the Borrower to the extent necessary to integrate any Loan DocumentAlternative Currency and (ii) with the written consent of the Administrative Agent, L/C Issuer, Parent and the Borrower to the extent necessary to integrate any L/C Alternative Currency.
Appears in 1 contract
Sources: Credit Agreement (EVERTEC, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(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 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 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 with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 or premiums of any Lender (other 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) extend the Revolving Credit Commitment of any Lender or decrease the Revolving Credit Commitment Fees or L/C Participation Fees without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 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 Commitment of any Lender)waiver, amendment or modification contemplated by this clause (iii) amend or modify and (y) any amendment to the pro rata requirements of Section 2.17Total Leverage Ratio, the provisions of Section 9.04(i) Secured Leverage Ratio or the provisions Interest Coverage Ratio or the component definitions thereof shall not constitute a reduction in the Revolving Credit Commitment Fees for purposes of this Section 9.08 clause (iii),
(iv) extend or release waive any Guarantor (other than in connection with Term Loan Installment Date or reduce the sale amount due on any Term Loan Installment Date or extend any date on which payment of such Guarantor in a transaction permitted by Section 6.06) interest on any Loan or all any L/C Disbursement or substantially all of the Collateralany Fees is due, without the prior written consent of each LenderLender directly and adversely affected thereby (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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 set forth in the definition of “Required Lenders”, without the prior written consent of each 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 Loans and Commitments are included on the date hereofClosing Date); provided further , or
(vii) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Collateral Agent.
(c) The Administrative Agent Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and the Borrower may amend any Loan Document consent by any Lender pursuant to correct administrative errors this Section 9.08 shall bind any successor or omissions, or to effect administrative changes that are not adverse to any assignee of such Lender. Notwithstanding anything to the contrary contained 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 amendment shall become effective Lender may not be increased or extended without any further the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agent, the Documentation Agent or any other party Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement or any other Loan Document to may be amended (x) with the contrarywritten consent of the Administrative Agent, the Borrower may enter into Extension Amendments in accordance 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 “Replaced Term Loans”) with Section 2.22 a replacement term loan hereunder (“Replacement Term Loans”); provided, that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans (plus (x) the amount permitted under any basket hereunder and Incremental Facility Amendments in accordance with Section 2.24plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and such Extension Amendments underwriting discounts, fees, commissions and Incremental Facility Amendments shall be effective to amend 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 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) 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 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 provide such Replacement Term Loans and (y) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Revolving Facility (as defined below) to permit the refinancing, replacement or 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, (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 applicable 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 each case connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without any further action or the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other party document to any be consistent with this Agreement and the other Loan DocumentDocuments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral either Agent or any Lender in exercising any 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 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 the Borrower or any the other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or the other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.14, neither this Agreement nor any 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 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 with the consent of party thereto and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest or premium on on, any Loan, 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) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 10.08 or the definition of the terms “Required 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 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or the Subsidiary Guarantor from its Guarantee under the Collateral Agreement, unless, in the case of the Subsidiary Guarantor, all or substantially all the Equity Interests of the Subsidiary Guarantor is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(vii) effect any waiver, 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 Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment required by Section 2.11 so long as the application of any prepayment 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 or the Collateral either Agent hereunder or under any other Loan Document without the prior written consent of such Agent acting as such at the Administrative Agent effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or the Collateral Agentmodification 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) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Arranger or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent, as applicable, may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments with the Term 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, in each case without any further action or 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 Refinancing Term Loans or Extended Term Loans, as may be necessary to establish such Refinancing Term Loans or Extended Term Loans as a separate Class or tranche from the existing Loans. Notwithstanding anything herein to the contrary, 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 in any other party document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to any Loan Documentsuch Lender, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender 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 Collateral Agent any LC Issuer or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each LC Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances.. #95460429v5
(b) Neither Subject to Section 2.15(c), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that (i) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (A) such amendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) no such agreement shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, Loan or LC Disbursement or any Fee or other amount due hereunder or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, ; (iiB) increase or extend the Commitment or decrease any Fee or extend the date for payment of any fees or premiums of other amount owing to any Lender without the prior written consent of such Lender Lender; (it being understood that a waiver of any condition precedent C) limit or release the guarantee set forth in Section 4.02 shall not constitute an increase Article VII without the prior written consent of any Commitment of any each Lender), ; (iiiD) amend or modify the pro rata requirements provisions of Section 2.17, Section 9.04(h), the provisions of Section 9.04(i) or Post-Default Waterfall, the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all definition of the Collateral“Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender, Lender (ivexcept that the Commitment of any Defaulting Lender may be decreased or terminated on a non-pro rata basis with the consent of the Required Lenders); or (E) change the any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche any Class differently from the rights of than those due to Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding representing a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Class; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent any LC Issuer hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissionssuch LC Issuer, or to effect administrative changes that are not adverse to any Lenderas applicable. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments Each Lender shall be effective bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to amend the terms this Section shall bind any assignee of this Agreement its rights and the other applicable Loan Documents, in each case without any further action or consent of any other party to any Loan Documentinterests hereunder.
Appears in 1 contract
Sources: Credit Agreement (Hartford Financial Services Group, Inc.)
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by 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 Borrower Administrative Agent and the Required Lenders (Loan Party or the Administrative Agent Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders); providedprovided that, however, that no such agreement shall (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount 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 or premium on any Loanfees 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 expiration of any Commitment or premium on postpone the scheduled date of expiration of any LoanLetter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly adversely 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 or premiums of any Lender set-offs required thereby without the prior written consent of such Lender each Lender; (it being understood that a waiver of any condition precedent v) change the percentage set forth in Section 4.02 shall not constitute an increase the definition of "Required Lenders" or any other provision of any Commitment Loan Document (including this Section 11.02(b)) specifying the number or percentage of Lenders (or Lenders of any Lender)Class) required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder without the pro rata requirements written consent of Section 2.17, the provisions of Section 9.04(i) each Lender (or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale each Lender of such Guarantor Class, as the case may be); (vi) except as otherwise expressly permitted under this Agreement, (A) release Holdings, Parent or any of the LuxCos from its Guarantee or limit its liability in a transaction permitted by Section 6.06respect of such Guarantee or (B) or release 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; (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 collateral and payments due to Lenders holding Loans of one tranche any Class differently from the rights of Lenders than those holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Class; provided further that that, (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, or the Collateral Agent hereunder or under any other Loan Document Issuing Bank without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, or the Issuing Bank, as the case may be; and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(c) The Administrative Agent and the Borrower may amend If, in connection with any Loan Document to correct administrative errors proposed change, waiver, discharge or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent termination of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to of the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms provisions of this Agreement as contemplated by Section 11.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace one or more of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the other applicable Loan Documents, in each case without any further action or consent withholding of any other party required consent by such Lender) pursuant to any Loan DocumentSection 11.02(b).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the any Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Section 2.24, Section 2.28, Section 2.29, clause (d) below, the Intercreditor Agreement and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Required Lenders and the Required Lenders (Loan Parties that are party thereto and are affected by such waiver, amendment or the Administrative Agent with the consent of the Required Lenders)modification; provided, however, that no such agreement 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 or premium on on, any Loan, or waive or excuse forgive any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section 9.08 (except as set forth below) or release any Guarantor (other than in connection with all or substantially all of the sale of such Guarantor in a transaction permitted by Section 6.06) 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, Lender or (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term terms “Required Lenders” or “Required Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant of any consent hereunder without the prior written consent of each Lender Lender; provided, further, that (it being understood that w) the Administrative Agent may, with the consent of the Required LendersBorrower, additional extensions of credit pursuant to amend, modify or supplement this Agreement may be included in 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 determination rights of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that any Lender or any Issuer, (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be, (y) the consent of the applicable Required Facility Lenders shall be required with respect to any amendment that by its terms adversely affects the rights of Lenders under any Other Term Facility or any facility in respect of a Credit Increase in respect of payments hereunder in a manner different than such amendment affects such other facilities and (z) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) The Administrative Agent Notwithstanding the foregoing, but subject to the terms of the Intercreditor Agreement and the Borrower may amend any Loan Document to correct administrative errors or omissionsSection 2.26, or to effect administrative changes that are not adverse in addition to any Lender. Notwithstanding anything to credit extensions and related Incremental Amendments effectuated without the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments Lenders in accordance with Section 2.24, this Agreement (including this Section 9.08 and such Extension Amendments Section 2.17) may be amended (or amended and Incremental Facility Amendments shall be effective restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to amend add one or more additional credit facilities to this Agreement and to permit the terms extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and Fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities and (iii) to provide class protection for any additional credit facilities in a manner consistent with those provided herein for the Classes of Lenders contemplated by this Agreement as in effect on the Closing Date.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in dollars (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Percentage for such Replacement Term Loans shall not be higher than the Applicable Percentage for such Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Refinanced Term Loans) and (iv) all other terms applicable Loan Documentsto 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 each case without any further action effect immediately prior to such refinancing.
(e) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of any other party to any the Lenders and shall be binding on the Loan DocumentParties, the Lenders, the Agents and all future holders of the Loans and Commitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section or the definition of the 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 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 Loans and Commitments are included on the date hereofRestatement Effective Date),
(vi) release all or substantially all the Collateral or release any of the Borrower or any Subsidiary Loan Party from its guarantee under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without 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 Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent and may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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, in each case without any further action or 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 other party to any Incremental Term Loan DocumentCommitments or Incremental Revolving Facility Commitments on substantially the same basis as the Term Loans or Revolving Facility Loans, as applicable.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Senior Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Senior Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, extend the date for payment of any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or reduce 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(i2.18, the provisions of Section 9.04(j) or the provisions of this Section 9.08 or release any Guarantor all or substantially all of the value of the Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.04) 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, (iii) [reserved], (iv) change modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchesuch SPC, (v) reduce the percentage contained in the definition of the term “Required Lenders,” or impose additional restrictions on the ability of the Lenders to assign their rights and obligations under the Loan Documents, without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders), (vi) [Reserved] or (vii) reduce the number or percentage of the Lenders on substantially required to consent, approve or otherwise take any action under the same basis as Loan Documents without the Commitments on the date hereof)prior written consent of each Lender affected thereby; provided further provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Senior Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Senior Collateral Agent.
; (cB) The the Borrower and the Administrative Agent and the Borrower may amend or supplement this Agreement and any other Loan Document to correct administrative errors or omissionsDocuments, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to without the contrary contained herein, such amendment shall become effective without any further consent of any Lender, in order to (x) cure an obvious error or any error or omission of a technical or immaterial nature, (y) cause any other party Loan Documents to such Loan Document.
(d) Notwithstanding anything in be consistent with this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments (z) in accordance with Section 2.22 6.04; and (C) the Borrower and the Administrative Agent may amend or supplement this Agreement and any other Loan Documents with the consent of the applicable Incremental Facility Amendments Term Lenders in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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 Document2.13.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Pyxus International, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Participant or the Collateral Agent or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders Participants hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower Company or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Company or ▇▇▇▇ Corp. in any case shall entitle the Borrower Company or ▇▇▇▇ Corp. to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Company, ▇▇▇▇ Corp. and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders)Participants; provided, however, that no such agreement shall (i) decrease the principal amount of, of or extend the maturity of or any scheduled principal payment date or date for the reimbursement of an L/C Disbursement or payment of any interest or premium on any Loanthereon, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanL/C Disbursement, without the prior written consent of the Issuing Bank and each Lender Participant directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums Fees of any Lender Participant without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender)Participant, (iii) amend or modify the pro rata requirements of Section 2.172.06, the provisions of Section 9.04(i9.04(g) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with all or substantially all the sale value of such Guarantor in a transaction permitted by Section 6.06) the Guarantees or all or substantially all of the Collateral, without the prior written consent of of, the Issuing Bank and each Lender, Participant or (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required LendersParticipants” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Participant; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Issuing Bank hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent or the Collateral AgentIssuing Bank.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Vistancia Marketing, LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.. 68
(b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, each other affected Loan Party and the Required Lenders (or except, in the Administrative Agent with the consent case of the Required LendersParent Guaranty, as otherwise provided in Section 11 thereof); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend change the Commitment or decrease or extend the date for payment of any fees or premiums Facility Fee of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(i) or the provisions provi- sions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all definition of the Collateral"Required Lenders", without the prior written consent of each Lender, Lender or (iv) change release or otherwise limit or modify the provisions obligations of any Loan Document Guarantor (except as provided in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from Subsidiary Guaranty or the rights of Lenders holding Loans of Affiliate Guaranty) or release any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, collateral securing the Obligations (v) reduce the percentage contained except as provided in the definition of the term “Required Lenders” Security Agreement) in each case without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent. Each Lender and each holder of a Loan shall be bound by any waiver, amendment or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in modification authorized by this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Section, and such Extension Amendments and Incremental Facility Amendments any consent by any Lender or holder of a Loan pursuant to this Section shall be effective to amend the terms of this Agreement and the other applicable bind any Person subsequently acquiring a Loan Documents, in each case without any further action or consent of any other party to any Loan Documentfrom it.
Appears in 1 contract
Sources: Revolving Credit and Letter of Credit Facility Agreement (Metris Companies Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Credit Extension shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in (w) Section 2.22, (x) the definition of Letter of Credit Increase Event with respect to amendments to Schedule 2.01(b), (y) Section 2.14(b)(ii) or Section 2.13(e) with respect to the implementation of any Conforming Changes and (z) as otherwise expressly set forth in this Section 9.08, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (A) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (or the Administrative Agent, with the written consent of the Required Lenders) and (B) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Borrower Loan Party or Loan Parties that are parties thereto and the Required Lenders (or the Administrative Agent Agent, with the written consent of the Required Lenders); providedprovided that, however, that no such agreement shall notwithstanding the foregoing:
(i) decrease the written consent of all Lenders shall be required for any waiver, amendment or modification that:
(A) except as expressly permitted herein or in the Collateral Agreement (including Section 9.08(e)), (1) releases all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or (2) releases all or substantially all of the value of the Guarantees (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the value of the Guarantees under the Collateral Agreement (including any release of the Guarantee of a Subsidiary Guarantor in the event all or substantially all the Equity Interests of such Subsidiary Guarantor are sold or otherwise disposed of in a transaction permitted by this Agreement));
(B) except as expressly permitted herein (including Section 7.04(a)) or in the Collateral Agreement, (2) contractually subordinates the Liens of the Administrative Agent under the Security Documents with respect to Borrowing Base Collateral and/or all or substantially all of the Collateral (other than, in each case, in respect of Term Loan Priority Collateral in accordance with the provisions of the Loan Documents as in effect on the date hereof or pursuant to Section 9.17) to the Liens on such Collateral securing any other Indebtedness or (2) contractually subordinates the Obligations hereunder to any other Indebtedness;
(ii) the written consent of each Lender (or Issuing Bank) directly and adversely affected thereby (but not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that:
(A) decreases or forgives the principal amount of, or extend extends the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanLC Disbursement, without or extends the prior written consent stated expiration of each Lender directly adversely affected therebyany Letter of Credit beyond the Revolving Termination Date; provided, that, (ii1) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with only the consent of the Required LendersRevolving Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any obligation of the Borrower to pay interest at the Default Rate, additional extensions in each case, as it relates to Revolving Obligations (except that any increase in such Default Rate in excess of credit pursuant to this Agreement may be included in 2.00% shall also require the determination consent of the Required Revolving Lenders, the Required FILO A Lenders on substantially and the same basis as Required FILO B Lenders), (2) only the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Required FILO A Lenders shall be necessary to (x) amend the definition of “Default Rate” or the Collateral Agent.
(cy) The Administrative Agent and waive any obligation of the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to pay interest at the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan DocumentsDefault Rate, in each case without case, as it relates to FILO A Obligations (except that any further action or increase in such Default Rate in excess of 2.00% shall also require the consent of the Required FILO A Lenders, the Required Revolving Lenders and the Required FILO B Lenders) and (3) only the consent of the Required FILO B Lenders shall be necessary to (x) amend the definition of “Default Rate” or (y) waive any other party obligation of the Borrower to pay interest at the Default Rate, in each case, as it relates to FILO B Obligations (except that any Loan Document.increase in such Default Rate in excess of 2.00% shall also require the consent of the Required FILO B Lenders, the Required Revolving Lenders and the Required FILO A Lenders);
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium (other than default interest) on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver or decrease or extend the date for payment of any condition precedent set forth in Section 4.02 shall not constitute an increase Fees of any Commitment Agent without the prior written consent of any Lender)such Agent, (iii) amend or modify the pro rata requirements of Section 2.172.17 (other than in connection with loan buy-back offers that are made to all Lenders on a pro rata basis, in which case payments and Commitment reductions with respect to tendering Lenders will be permitted on terms acceptable to the Borrowers, Holdings and the Required Lenders) and Section 2.18, the provisions of Section 9.04(i9.04(h) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without Collateral or the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest value of the outstanding Loans of each adversely affected tranche, (v) reduce guaranties provided by the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.Guarantors
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium (other than default interest) on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver or decrease or extend the date for payment of any condition precedent set forth in Section 4.02 shall not constitute an increase Fees of any Commitment Agent without the prior written consent of any Lender)such Agent, (iii) amend or modify the pro rata requirements of Section 2.172.17 (other than in connection with loan buy-back offers that are made to all Lenders on a pro rata basis, in which case payments and Commitment reductions with respect to tendering Lenders will be permitted on terms acceptable to the Borrowers, Holdings and the Required Lenders) and Section 2.18, the provisions of Section 9.04(i9.04(h) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralCollateral or the value of the guaranties provided by the Guarantors taken as a whole, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected trancheClass, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(g) without the written consent of such SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Additional Term B Commitments on the date hereofAmendment No. 1 Effective Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, power preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders each Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they which the Agent or the Lenders would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted contained in a written instrument signed by paragraph (b) belowthe Agent and the Required Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower Party in any case shall entitle the Borrower Parties to any other or further notice or demand in similar or other circumstances.. Notwithstanding the foregoing:
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected therebyAgent, no amendment or waiver shall be effective with respect to any provision in any of the Loan Documents (including Section 12) to the extent such provision relates to the rights, duties, immunities or discretion of Agent;
(ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a all Lenders, no waiver of any condition precedent Default or Event of Default shall be effective if the Default or Event of Default relates to either any Borrower Party’s failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders (and, where so provided hereinafter, the written consent of Agent) as hereinafter set forth in this Section 4.02 13.9; and
(iii) written agreement of all Lenders (except a defaulting Lender) shall not constitute an be required to effectuate any amendment, modification or waiver that would:
A. increase of any or extend the Commitment of any Lender), (iii) amend ;
B. postpone or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) delay any date fixed by this Agreement or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect for any payment of collateral and payments principal, interest, fees or other amounts due to the Lenders holding Loans (or any of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (vthem) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided 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 Document;
C. reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document;
D. change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Loans which is required for the Lenders or any of them to take any action hereunder; provided that Schedule E-1 hereto (Revolving Commitments) may be amended from time to time by Agent alone to reflect assignments of Commitments in accordance herewith so long as the total of the Commitments is not modified except as otherwise permitted hereunder;
E. amend this Section or any provision of this Agreement providing for consent or other action by all Lenders;
F. release Collateral other than as expressly permitted by this Agreement; or
G. change the definitions “Required Lenders”;
(iv) without the prior written consent of the Administrative Agent L/C Issuer, no amendment or waiver with respect to the Collateral provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, and 2.15 shall be effective; If any fees are paid to the Lenders as consideration for amendments, waivers or consents with respect to this Agreement, at Agent’s election, such fees may be paid only to those Lenders that agree to such amendments, waivers or consents within the time specified for submission thereof.
(cb) The Administrative If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders is not obtained (any such Lenders whose consent is not obtained a “Non-Consenting Lender”) then, so long as the Agent is not a Non-Consenting Lender, at the Borrower Agent’s request, an Eligible Assignee selected by the Borrower Agent or otherwise shall have the right (but not the obligation) with the Agent’s approval, to purchase from the Non-Consenting Lenders, and the Borrower may amend any Loan Document to correct administrative errors or omissionsNon-Consenting Lenders agree that they shall sell, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything all the Non-Consenting Lenders’ Commitments for an amount equal to the contrary contained hereinprincipal balances thereof and all accrued interest and fees with respect thereto through the date of sale pursuant to an assignment and acceptance agreement, such amendment shall become effective without any further consent of any other party to such Loan Documentpremium or discount.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, or (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements provisions of Section 2.172.15, the provisions of Section 9.04(i) this Sections 9.08 or the provisions definition of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral"Required Lenders", without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or Agent, any Lender in exercising any power or right hereunder or under any other Loan Credit Document and no course of dealing between any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with (acting at the consent direction of the Required Lenders); provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood Lender; provided that a waiver only the consent of any condition precedent set forth the Required Lenders shall be necessary to amend the interest rate described in Section 4.02 shall not constitute an increase 2.07 or to waive any obligation of any Commitment of any Lender)the Borrower to pay interest at the interest rate provided for in Section 2.07, (iii) amend or modify the pro rata requirements of Section 2.172.14, the provisions of Section 9.04(i) 9.04 or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change [reserved], (v) modify the protections afforded to an SPV pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, such SPV or (vvi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The 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 may amend any Loan Document (i) to correct administrative errors add one (1) or omissions, or more additional credit facilities to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document and to permit the contrary, extensions of credit from time to time thereunder and the Borrower may enter into Extension Amendments accrued interest and fees in accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Credit Documents with the Loans and the accrued interest and fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (iii) to permit any such additional credit facilities which are term facilities to share ratably with the Loans in the application of prepayments.
(d) In addition, notwithstanding the foregoing, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, in each case 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 DocumentCredit Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after notice thereof.
Appears in 1 contract
Sources: Credit Agreement (Great Ajax Corp.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any L/C Issuer or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (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 the Borrower and the Required Lenders (or the Administrative Agent with the consent of (and consented to by 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 no such agreement 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 or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Obligation, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(a)(ii)(B) or 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 (x) 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) and (y) any waiver or modification of conditions precedent, Defaults or Events of Default, in each case for the purpose of obtaining an extension of credit hereunder, or of any mandatory prepayment required hereunder or of any interest required to be paid under Section 2.13(c), shall not constitute a decrease or forgiveness of principal or interest or a decrease in the rate of interest or an extension of maturity 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 L/C Participation Fees or other fees or premiums of any Lender without the prior written consent of such Lender (it being understood 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Commitment Lender for purposes of any Lenderthis clause (ii), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Obligation or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each LenderLender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(iv) change amend the provisions of Section 5.02 of the Collateral Agreement, or any Loan analogous provision of any other Security Document or Section 7.03 of this Agreement, in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders”, “Required Revolving Facility 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 (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 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 Loans and Commitments are included on the date hereofClosing Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.,
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified except from time to time except, in the case of this Credit and Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with at the consent direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease the principal amount of, increase any Tranche Commitment or extend the maturity of or any scheduled principal payment date or date for the payment Commitment of any interest Lender or premium on any Loanpostpone the scheduled date of maturity beyond the Maturity Date, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loanin each case, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender);
(ii) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.05); or reduce any Fees payable hereunder, or change the form or currency of payment of any Secured Obligation, without the written consent of each Lender directly affected thereby;
(iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (B) postpone the date of payment of any Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any condition precedent increase in the interest rate pursuant to Section 2.05 or any mandatory prepayment pursuant to Section 2.07(b)), in any case, without the written consent of each Lender directly affected thereby;
(iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(v) release all or a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata allocation among the Lenders, without the written consent of each Lender directly affected thereby;
(vii) change any provision of this Section 9.07(b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in Section 4.02 shall not constitute an increase the definition of “Required Lenders” or any provision of any Commitment Loan Document (including this Section 9.07(b)) specifying the number or percentage of any Lender)Lenders required to waive, (iii) amend amend, or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) any rights thereunder or the provisions of this Section 9.08 make any determination or release grant any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralconsent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) change or waive any provision of Article VIII as the provisions same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Loan Document Agent, in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche each case, without the prior written consent of Lenders holding a majority in interest such Agent; or
(x) change or waive any obligation of the outstanding Loans Lenders relating to the making of each adversely affected trancheany Loan, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with such Lenders. Notwithstanding anything to the consent of the Required Lenderscontrary in this Credit and Security Agreement or in any other Loan Document, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent may amend this Credit and Security Agreement or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent to cure any defect or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document inconsistency or to correct administrative clerical errors or omissions, or to effect administrative clerical changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contraryBorrower, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Manager or the Lenders, and such Extension Amendments and Incremental Facility Amendments which amendment shall be effective on the date on which the Administrative Agent provides notice to amend the terms of this Agreement Borrower and the other applicable Loan Documents, in each case without any further action or consent Lenders of any other party to any Loan Documentsuch amendment.
Appears in 1 contract
Sources: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Agents or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Either this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders)) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest or premium on on, 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 or premiums of payable to any Lender without the prior written consent of such Lender (it being understood that a waiver waivers or modifications of any condition precedent set forth in Section 4.02 conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of any Commitment in the Commitments of any Lender), ,
(iii) amend extend or modify waive any scheduled amortization or reduce the amount due on any scheduled amortization or extend any date on which payment of interest on any Loan or any Fee is due or extend any payments made on any basis other than a pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralbasis, without the prior written consent of each Lender, Lender adversely affected thereby (it being understood that waivers of Defaults or Events of Default shall not constitute such an extension or waiver),
(iv) change amend or modify the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in this Section 9.08 or the definition of the term “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 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 Loans and Commitments are included on the date hereofClosing Date); provided further that no such agreement shall amend, modify and
(v) except as permitted hereunder, release all or otherwise affect substantially all the rights Collateral or duties release all or substantially all of the Administrative Agent or value of the Collateral Agent hereunder or under any other Loan Document Guarantee of the Guarantors, without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any each Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.;
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or by any Lender Holder in exercising any right or power or right hereunder or under any other Loan Financing Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders each Holder hereunder and under the other Loan Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Financing Document or consent to any departure by the Borrower or any other Loan Party Issuer therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 14.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this This Agreement nor any provision hereof and the Notes may be waivedamended, amended and the observance of any term hereof and thereof may be waived (either retroactively or modified except pursuant to an agreement or agreements in writing entered into by prospectively), with (and only with) the Borrower written consent of Holdings, the Company and the Required Lenders Holders (provided that any amendment or waiver which relates to (x) the Administrative Agent with Purchased Preferred Stock shall require the written consent of Holdings and the Required Lendersholders of a majority of the outstanding shares of Purchased Preferred Stock and/or shares of Common Stock into which they are converted (with Purchased Preferred Stock counted on an as-converted basis) or (y) the Warrants and/or Warrant Shares shall require the written consent of Holdings and the holders of a majority of the outstanding Warrants and/or Warrant Shares (with Warrants counted on an as-exercised basis); provided, however, that no such agreement shall (i) decrease the principal amount of, amendment or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loanwaiver may, without the prior written consent of each Lender directly adversely Noteholder affected therebythereby (or each Purchaser if prior to the Second Closing Date) (i) subject any Noteholder to any additional obligation, (ii) increase reduce the principal of or extend change the Commitment or decrease or extend the date for payment rate of interest on any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender)Note, (iii) amend postpone the date fixed for any payment of principal of (or modify the pro rata requirements of Section 2.17premium, the provisions of Section 9.04(iif any) or the provisions of this Section 9.08 or release interest on any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each LenderNote, (iv) change the provisions percentage of any Loan Document in a manner that by its terms adversely affects the rights in respect aggregate principal amount of collateral and payments due the Notes the Noteholders of which shall be required to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of consent or take any other tranche without the prior written consent action under this Section 14.02(b) or any other provision of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchethis Agreement, (v) amend or waive the provisions of (A) Section 6.15 following the occurrence of a Change in Control or (B) Sections 6.16 and 7.06 following the maturity of the Company’s obligation to make an Excess Proceeds Offer and in the case of each of clauses (A) and (B), any of the definitions to the extent used in such Sections, (vi) reduce the percentage contained in the definition premium payable upon any redemption or repurchase of the term “Required Lenders” without Notes or change the prior written consent time at which any Note may be redeemed or repurchased, (vii) impair the right of each Lender any Noteholder to receive payment of principal, premium, if any, and interest on such Noteholder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Noteholder’s Notes, (it being understood that with viii) adversely affect the consent ranking of the Required LendersNotes, additional extensions of credit pursuant to this Agreement may be included (ix) change the currency in which amounts due under the determination Notes are payable, (x) release any Guarantor from its Guarantee of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any Notes other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments than in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement or (xi) 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. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon. As used herein, the term this “Agreement” and the other applicable Loan Documents, in each case without any further action references thereto shall mean this Agreement as it may from time to time be amended or consent of any other party to any Loan Documentsupplemented.
Appears in 1 contract
Sources: Purchase Agreement (Digital Domain)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Borrowers or Holdings in any case shall entitle the Borrower Borrowers or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers, Holdings and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium (other than default interest) on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver or decrease or extend the date for payment of any condition precedent set forth in Section 4.02 shall not constitute an increase Fees of any Commitment Agent without the prior written consent of any Lender)such Agent, (iii) amend or modify the pro rata requirements of Section 2.172.17 (other than in connection with loan buy-back offers that are made to all Lenders on a pro rata basis, in which case payments and Commitment reductions with respect to tendering Lenders will be permitted on terms acceptable to the Borrowers, Holdings and the Required Lenders) and Section 2.18, the provisions of Section 9.04(i9.04(h) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralCollateral or the value of the guaranties provided by the Guarantors taken as a whole, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected trancheClass, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(g) without the written consent of such SPV or (vi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Additional Term B-1 Commitments on the date hereofAmendment No. 2 Effective Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Collateral Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Installment Date or reduce the pro rata requirements amount due on any Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) or Article X in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section or the definition of the 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 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 Loans and Commitments are included on the date hereofClosing Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.,
Appears in 1 contract
Sources: Credit Agreement (Nalco Energy Services Equatorial Guinea LLC)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower other Loan Parties and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, 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 or premiums Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(k) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with Guarantors representing all or substantially all the sale value of such Guarantor in a transaction permitted by Section 6.06) the Guarantee under Article X or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms directly and adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each directly adversely affected trancheClass, (v) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(j) without the written consent of such SPV, (vi) reduce the percentage contained in the definition of the term “Required Lenders” [[5517420]] #93623000v7 without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof) and (vii) only the written consent of the Required Revolving Credit Lenders shall be necessary to amend or waive the terms and provisions of Section 6.12, paragraph (d)(ii) of Article VII and the last two sentences of the definition of Consolidated EBITDA (and related definitions as used in such provisions, but not as used in other provisions of this Agreement), and no amendment or waiver of any of the foregoing in this clause (vii) may be made without the written consent of the Required Revolving Credit Lenders; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Collateral Agent or the Collateral Agent any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Collateral Agent or such Issuing Bank, as the Collateral case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms solely affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, with the consent of Holdings, the Borrowers and the Required Lenders, this Agreement (including Section 2.17) may be amended to allow the Borrowers to prepay Loans of a Class on a non-pro rata basis in connection with offers made to all the Lenders of such Class pursuant to procedures approved by the Administrative Agent.
(c) The Administrative Agent Agent, Holdings and the Borrower Borrowers may amend any Loan Document to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein; provided, however, that no such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document until the fifth Business Day after it has been posted to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Lenders, and then only if the Required Lenders have not objected in writing thereto within such Extension Amendments and Incremental Facility 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 Documentfive Business Day period.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the 105 other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected therebyLender, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(j) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, such SPC or (v) reduce the percentage contained in the definition of the term “"Required Lenders” " without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments and outstanding Loans on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Network Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any the Commitment of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) change amend or modify the provisions of any Loan Document Section 2.18(b) or (c) or 2.10(d) of this Agreement or Section 5.02 of the Collateral Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 9.08 or the definition of the terms “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 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(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, without the prior written consent of each Secured Party; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Without the consent of the Syndication Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Documents, Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees in each case without respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any further action or consent determination of any other party to any Loan Documentthe Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (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 Holdings, the Borrower Borrowers and the Required Lenders 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 with (or, in the consent case of any Security Documents, the Collateral Agent if so provided therein) and consented to by the Required Lenders); provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 adversely 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 of any L/C-BA Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), (iii) amend NYDOCS01/1270096.12 ▇▇▇▇▇ – A&R Revolving Credit Agreement extend any date on which payment of interest on any Loan or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) any L/C – BA Disbursement or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each LenderLender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each Lender adversely affected tranchethereby, (v) reduce amend or modify the percentage contained in provisions of this Section 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 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 Loans and Commitments are included on the date hereofClosing Date); provided further that no , release all or substantially all the Collateral or release any of Holdings, the Company or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such agreement shall amend, modify Subsidiary Loan Party is sold or otherwise affect the rights or duties disposed of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document in a transaction permitted by this Agreement, without the prior written consent of each Lender, increase any of the Administrative Agent or percentages set forth in the Collateral Agent.
(c) The Administrative Agent and definition of the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to Borrowing Base without the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to all of the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.Lenders; or
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral any Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders)) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest or premium on on, any Loan, without the prior written consent of each Lender directly adversely affected thereby, ,
(ii) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any fees or premiums of payable to any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), ,
(iii) amend extend or modify waive any Scheduled Amortization Payment or reduce the pro rata requirements amount due on any Scheduled Amortization Payment or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFee is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) change amend or modify the provisions of Section 2.16(b) or (c) or any Loan Document other provisions of this Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans required thereby or the application of one tranche differently from the rights of Lenders holding Loans of any other tranche payments required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each Lender adversely affected tranche, thereby,
(v) reduce amend or modify the percentage contained in provisions of Section 9.04(a)(i) or this Section 9.08 or the definition of the term “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 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 Loans and Commitments are included on the date hereofClosing Date), or
(vi) release all or substantially all the Collateral or release any Guarantees of the Borrower, Holding, ExGen Renewables Holding or any other Loan Party, 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, the Depositary Bank or the Collateral Agent hereunder or under any the other Loan Document Documents without the prior written consent of the Administrative Agent Agent, the Depositary Bank or the Collateral Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Syndication Agent, Documentation Agent, Lead Arranger or Lender, the Loan Parties and the Administrative Agent, the Depositary Bank and/or Collateral Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, in each case any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without any further action or the need to obtain the consent of any other party Lender if such amendment, modification, supplement or waiver is executed and delivered in order to any cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (e), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement 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 or premium on principal on, any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, or (ii) increase or extend the Commitment of any Lender, or decrease or extend the date for payment of any fees or premiums of any Lender Fees payable to such Lender, without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), or (iii) amend or modify the pro rata requirements of Section 2.172.12, the mandatory prepayment provisions of Section 2.10, the provisions of Section 9.04(j), the provisions of this 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 provisions Collateral without the prior written consent of this Section 9.08 each Lender or (vi) release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralCredit Agreement Guarantor, without the prior written consent of each Lender; provided, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchefurther, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and , as applicable. Notwithstanding the Borrower may amend foregoing, any change in the definition of “Change of Control” that affects any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to Party other than CEI shall only require the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Documentthe Required Lenders.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by 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 Borrower Administrative Agent and the Required Lenders (Loan Party or the Administrative Agent Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders); providedprovided that, however, that no such agreement shall (i) decrease increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount 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 or premium on any Loanfees 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 expiration of any Commitment or premium on postpone the scheduled date of expiration of any LoanLetter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly adversely 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 or premiums of any Lender set-offs required thereby without the prior written consent of such Lender each Lender; (it being understood that a waiver of any condition precedent v) change the percentage set forth in Section 4.02 shall not constitute an increase the definition of “Required Lenders” or any other provision of any Commitment Loan Document (including this Section 11.02(b)) specifying the number or percentage of Lenders (or Lenders of any Lender)Class) required to waive, (iii) amend or modify any rights thereunder or make any determination or grant any consent thereunder without the pro rata requirements written consent of Section 2.17, the provisions of Section 9.04(i) each Lender (or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale each Lender of such Guarantor Class, as the case may be); (vi) except as otherwise expressly permitted under this Agreement, (A) release Holdings, Parent, Cayman III, any of the LuxCos and WH Capital from their respective Guarantees or limit its liability in a transaction permitted by Section 6.06respect of such Guarantee or (B) or release 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; (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 collateral and payments due to Lenders holding Loans of one tranche any Class differently from the rights of Lenders than those holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Class; provided further that that, (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, or the Collateral Agent hereunder or under any other Loan Document Issuing Bank without the prior written consent of the Administrative Agent or Agent, the Collateral Agent, or the Issuing Bank, as the case may be; and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(c) The Administrative Agent and the Borrower may amend If, in connection with any Loan Document to correct administrative errors proposed change, waiver, discharge or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent termination of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to of the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms provisions of this Agreement and as contemplated by Section 11.02(b), the other applicable Loan Documents, in each case without any further action or consent of any the Required Lenders is obtained but the consent of one or more of such other party Lenders whose consent is required is not obtained, then Borrower shall have the right to any Loan Documentreplace one or more of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the provisions of Section 2.25 without the prior written consent of each Lender affected thereby, (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(l) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with all or substantially all the sale value of such Guarantor in a transaction permitted by Section 6.06) the Guarantors’ Guarantees of the Obligations or all or substantially all of the Collateral, without the prior written consent of each Lender, (ivv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected trancheClass, (vvi) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(k) without the written consent of such SPV or (vii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereofTerm Loan Commitments); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or Agent, the Collateral Agent or any other agent named on the cover page hereto hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or the Collateral Agentsuch other agent, as applicable.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrarycontrary contained herein, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Administrative Agent, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement Collateral Agent (as appropriate) and the other applicable Loan DocumentsBorrower may, in each case without any further action or consent of any other party to such Loan Document being required, amend any Loan DocumentDocument (including the Intercreditor Agreement and the Agreement Among Lenders) to the extent (but only to the extent) necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to reflect the incurrence, existence and/or terms of Other Term Loans or Extended Term Loans, and to establish new Classes in respect of the Other Term Loans and Extended Term Loans, and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes, in each case on terms consistent with Sections 2.22 and 2.23, as applicable.
(e) Notwithstanding anything to the contrary contained herein, the Agreement Among Lenders may be modified or amended in accordance with the terms thereof without any further consent of the Borrower or any other Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising exercising, and no course of dealing with respect to, any power or right hereunder or under any other Loan Document Document, or the making of any Loan, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowthis Section 9.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Credit and Security Agreement nor any provision hereof may be waived, amended amended, restated, supplemented or otherwise modified except from time to time except, in the case of this Credit and Security Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with at the consent direction of the Required Lenders); providedprovided that, however, that no such agreement shall be effective if the effect thereof would be to:
(i) decrease the principal amount of, increase any Tranche Commitment or extend the maturity of or any scheduled principal payment date or date for the payment Commitment of any interest Lender or premium on any Loanpostpone the scheduled date of maturity beyond the Maturity Date, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loanin each case, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent or covenant, or any Default or Event of Default or any failure of the Aggregate Exposure to be less than or equal to the Maximum Exposure or any failure of the Risk Ratio to be less than or equal to the Maximum Risk Ratio shall constitute an increase in the Commitments of a Lender);
(ii) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 2.05); or reduce any Fees payable hereunder, or change the form or currency of payment of any Secured Obligation, without the written consent of each Lender directly affected thereby;
(iii) (A) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan, (B) postpone the date of payment of any Secured Obligation or any interest or fees payable hereunder, or (C) change the amount of, waive, or excuse any such payment (other than waiver of any condition precedent increase in the interest rate pursuant to Section 2.05 or any mandatory prepayment pursuant to Section 2.07( b)), in any case, without the written consent of each Lender directly affected thereby;
(iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(v) release all or a substantial portion of the Collateral from the Liens of the Collateral Documents without the written consent of each Lender;
(vi) change Section 2.07 in a manner that would alter any pro rata sharing of payments or setoffs required thereby or any provisions in a manner that would alter the pro rata allocation among the Lenders, without the written consent of each Lender directly affected thereby;
(vii) change any provision of this Section 9.07( b) without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in Section 4.02 shall not constitute an increase the definition of “Required Lenders” or any provision of any Commitment Loan Document (including this Section 9.07( b)) specifying the number or percentage of any Lender)Lenders required to waive, (iii) amend amend, or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) any rights thereunder or the provisions of this Section 9.08 make any determination or release grant any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralconsent thereunder, without the prior written consent of each Lender, other than to increase such percentage or number or to give any additional Lender such right to waive, amend or modify or make any such determination or grant any such consent;
(ivix) change or waive any provision of Article VIII as the provisions same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Loan Document Agent, in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche each case, without the prior written consent of Lenders holding a majority in interest such Agent; or
(x) change or waive any obligation of the outstanding Loans Lenders relating to the making of each adversely affected trancheany Loan, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with such Lenders. Notwithstanding anything to the consent of the Required Lenderscontrary in this Credit and Security Agreement or in any other Loan Document, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent may amend this Credit and Security Agreement or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent to cure any defect or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document inconsistency or to correct administrative clerical errors or omissions, or to effect administrative clerical changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contraryBorrower, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Manager or the Lenders, and such Extension Amendments and Incremental Facility Amendments which amendment shall be effective on the date on which the Administrative Agent provides notice to amend the terms of this Agreement Borrower and the other applicable Loan Documents, in each case without any further action or consent Lenders of any other party to any Loan Documentsuch amendment.
Appears in 1 contract
Sources: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Senior Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Senior Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise provided herein, neither this Agreement nor any provision hereof hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, extend the date for payment of any fees or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or reduce 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the sharing provisions of Section 9.04(i2.18, the provisions of Section 9.04(j) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.this
Appears in 1 contract
Sources: Term Loan Credit Agreement (Pyxus International, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Collateral Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) increase or extend the Commitment of any Lender or decrease the Commitment Fees or extend the date for payment of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Installment Date or reduce the pro rata requirements amount due on any Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section or the definition of the 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 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 Loans and Commitments are included on the date hereofClosing Date); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.,
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Parent, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Parent, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Parent, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity date of, or the due date of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereoffees, or decrease the rate of interest or premium on the amount of fees owed on, any LoanRevolver Loan or any LC Disbursement, or extend the stated expiration of any Letter of Credit beyond the Maturity Date, without the prior written consent of each Lender directly and adversely affected thereby; provided, that (x) consent of Required Lenders shall not be required for any waiver, amendment or modification contemplated by this clause (i), (y) any amendment to the Consolidated Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the rate of interest for purposes of this clause (i) and (z) that waiver or reduction of a post-default increase in interest 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 or premiums of any Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 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 Commitment of any Lender)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, 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 pro rata requirements of Section 2.17, the provisions of Section 9.04(i2.18(b) or the provisions (c) of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor Agreement in a transaction permitted manner that would by Section 6.06) or all or substantially all its terms alter the pro rata sharing of the Collateralpayments required thereby, without the prior written consent of each Lender, ,
(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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancheSection 7.02, Sections 9.08(a), (vb) or (c) or reduce the voting percentage contained set forth in the definition of the term “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that with any Revolver Commitment Increase, Extended Revolver Commitments (and the consent of the Required Lendersrelated credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory,” “Eligible Letter of Credit Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided further that the foregoing shall not limit the discretion of the Administrative Agent to use its Credit Judgment to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein, or
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Collateral Agent.
(c) The Administrative Agent Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and the Borrower may amend any Loan Document consent by any Lender pursuant to correct administrative errors this Section 9.08 shall bind any successor or omissions, or to effect administrative changes that are not adverse to any assignee of such Lender. Notwithstanding anything to the contrary contained 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 amendment shall become effective Lender may not be increased or extended without any further the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any other party Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement or any other Loan Document to may be amended with the contrarywritten consent of the Administrative Agent, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement Borrowers and the other applicable Loan DocumentsLenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, in each case without replacement or modification of all of the Revolving Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any further action or consent of any other party to any Loan Document.basket hereunder and plus
Appears in 1 contract
Sources: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Holdings, any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Holdings, any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.22 with respect to any Revolver Commitment Increase, Section 2.23 with respect to any Extension and Section 9.08(d) with respect to any Replacement Revolver Facility, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower Borrowers and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Revolver Loan or premium on any LoanL/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 or premiums of any Lender (other than with respect to any Revolver Commitment Increase to which such Lender has agreed) without the prior written consent of such affected Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender),
(iii) extend the Revolver Commitment of any Lender or decrease the Unused Line Fees or Issuing Bank Fees without the prior written consent of such Lender or Issuing Bank, as applicable (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 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 Commitment of any Lender)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, 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 pro rata requirements of Section 2.17, the provisions of Section 9.04(i2.18(b) or the provisions (c) of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor Agreement in a transaction permitted manner that would by Section 6.06) or all or substantially all its terms alter the pro rata sharing of the Collateralpayments required thereby, without the prior written consent of each Lender, ,
(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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancheSection 7.02, Sections 9.08(a), (vb) or (c) or reduce the voting percentage contained set forth in the definition of the term “Required Lenders” or “Supermajority Lenders,” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that with any Revolver Commitment Increase, Extended Revolver Commitments (and the consent of the Required Lendersrelated credit exposure), any Replacement Revolver Facility and additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolver Loans and Revolver Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral (it being understood that a transaction permitted under Section 6.05 shall not constitute a release of all or substantially all of the Collateral), or release all or substantially all of the value of the Guarantees (except as otherwise permitted herein (including in connection with a transaction permitted under Section 6.05) or in the other Loan Documents) under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
(vii) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.K. Borrowing Base” or “U.S. Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Account,” “Eligible Inventory” and “Eligible In-Transit Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided further that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or to add Accounts and Inventory acquired in a Permitted Business Acquisition to the Borrowing Base as provided herein,
(viii) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “U.S. Borrowing Base” or add any new classes of eligible assets thereto,
(ix) amend the definition of “Alternative LC Currency” without the prior written consent of each Lender, or
(x) without the prior written consent of the Required Tranche Lenders, adversely affect the rights of Lenders under such Tranche in respect of payments hereunder in a manner different than such amendment affects other Tranche, provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, an Issuing Bank or the Collateral Agent Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, such Issuing Bank acting as such at the effective date of such agreement or the Collateral Agent.
(c) The Administrative Agent Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and the Borrower may amend any Loan Document consent by any Lender pursuant to correct administrative errors this Section 9.08 shall bind any successor or omissions, or to effect administrative changes that are not adverse to any assignee of such Lender. Notwithstanding anything to the contrary contained 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 amendment shall become effective Lender may not be increased or extended without any further the consent of such Lender and (y) the principal and accrued and unpaid interest of such Lender’s Loans shall not be reduced or forgiven without the consent of such Lender.
(c) Without the consent of the Syndication Agents or any other party Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement or any other Loan Document to may be amended with the contrarywritten consent of the Administrative Agent, the Borrower may enter into Extension Amendments in accordance Borrowers and the Lenders providing the relevant Replacement Revolver Facility (as defined below) to permit the refinancing, replacement or modification of all of the Revolver Facility or Revolver Commitment Increase (such Loans, the “Replaced Revolver Facility”) with Section 2.22 a replacement revolving facility hereunder (“Replacement Revolver Facility”); provided, that (i) the aggregate amount of such Replacement Revolver Facility shall not exceed the aggregate principal amount of such Replaced Revolver Facility (plus (x) the amount permitted under any basket hereunder and Incremental Facility Amendments in accordance with Section 2.24plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and such Extension Amendments underwriting discounts, fees, commissions and Incremental Facility Amendments shall be effective to amend expenses, associated therewith), (ii) the terms of any Replacement Revolver Facility are, as of the date of incurrence of such Replacement Revolver Facility, not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Revolver Facility than those applicable to the Replaced Revolver Facility (other than any covenants or other provisions applicable only to periods after the Revolver Termination Date) and (iii) any Lender or, with the consent of the Borrowers and, to the extent such consent would be required under Section 9.04 with respect to an assignment of Revolver Loans or Revolver Commitment to such person, the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender (which consent shall not be unreasonably withheld), any additional bank, financial institution or other entity may provide such Replacement Revolver Facility.
(e) Notwithstanding anything to the contrary contained in this Section 9.08 or any Loan Document, (i) the Borrowers and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other applicable Loan Documents as may be necessary in the reasonable opinion of the Borrowers and the Administrative Agent to effect the provisions of Sections 2.21, 2.22, 2.23, 9.04(f) or 9.08(d), (ii) if the Administrative Agent and the Borrowers have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Parent, Holdings or Subsidiaries in each case connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without any further action or the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other party document to any be consistent with this Agreement and the other Loan DocumentDocuments.
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Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (w) with respect to any amendment or waiver contemplated in clause (ix) below, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Facility Lenders under the applicable Tranche or Tranches, as applicable (or the Administrative Agent with the consent of and not the Required Lenders), (x) as provided in Section 2.14, (y) in the case of this Agreement (other than as set forth in clauses (w) and (y) above), pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent or the Collateral Agent, as applicable, and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest or premium on on, any Loan, without the prior written consent of each Lender directly adversely affected therebythereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),
(ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Commitment Lender for purposes of any Lenderthis clause (ii), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release interest on any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralLoan is due, without the prior written consent of each LenderLender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(iv) change amend the provisions of any Loan Document Sections 2.18 and/or 7.02 with respect to the pro rata application of payments required thereby in a manner that by its terms adversely affects modifies the rights in respect application of collateral and such payments due required thereby to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding be on a majority in interest of the outstanding Loans of each adversely affected trancheless than pro rata basis, (v) 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 modify the provisions of this Section 9.08 or the definition of the terms “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 adversely affected thereby, in each case except, for the avoidance of doubt, as otherwise provided in Section 9.08(d) and (e) (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the date hereofClosing Date),
(vi) amend or modify the “waterfall” that applies following enforcement of the Loan Documents pursuant to Section 7.02 or the ABL/Term Intercreditor Agreement without the written consent of each Lender directly and adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(vii) amend or modify any provisions of any Loan Documents in a way that would result in the subordination payments in respect of, or of all or substantially all of the Liens on the Collateral securing, the Term Loans without the written consent of each Lender directly and adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),
(viii) release 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 (or all or substantially all of the value of such Guarantees), unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise Disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender, or
(ix) amend, waive or otherwise modify any term or provision with respect to any Tranche of Term Loans which directly affects Lenders of one or more Tranches of Term Loans and does not directly affect Lenders under any other Tranche of Term Loans, in each case, without the written consent of the Required Facility Lenders under such applicable Tranche of Term Loans (and in the case of multiple Tranches which are affected, such Required Facility Lenders shall consent together as one Tranche); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of (A) the Administrative Agent hereunder without the prior written consent of the Administrative Agent acting as such at the effective date of such agreement, as applicable, or (B) the Collateral Agent hereunder without the prior written consent of the Collateral Agent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender.
(c) Without the consent of any Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders.
(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to effect an alternate interest rate in a manner consistent with Section 2.14, or (B) to cure any ambiguity, omission, defect or inconsistency.
(f) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.
(g) Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to the ABL/Term Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of the ABL/Term Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent in consultation with the Borrower, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided, further, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.
(ch) The This Section 9.08 shall be subject to any contrary provision of Sections 1.03, 2.22, 2.23, 2.24 and 2.25 and the Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower may amend solely in order to give effect to, and the reflect the existence of, any Loan Document Term Facility Increase pursuant to correct administrative errors or omissionsSection 2.22, or any Incremental Term Facility pursuant to effect administrative changes that are not adverse Section 2.22, any Incremental Equivalent Debt pursuant to Section 2.23, any Lender. Notwithstanding anything Extension pursuant to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective any Specified Refinancing Debt pursuant to amend the terms of this Agreement and the other applicable Loan DocumentsSection 2.25, in each case without any further action or consent of any other party to any Loan Documentin accordance with the terms set forth therein (including the addition thereof as a “Tranche” hereunder, if applicable).
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Sources: Credit Agreement (TravelCenters of America Inc. /MD/)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements definition of Section 2.17, the provisions of Section 9.04(i) “Pro Rata Share” or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.04) or all or substantially all of the Collateral, without the prior written consent of each Lender, Lender or (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
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Waivers; Amendment. (a) No failure or delay of by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowunder Section 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or demand on knowledge of such Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Administrative Borrower and the Required Lenders (or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease increase the Dollar amount of the Commitment of any Lender without the written consent of such Lender or increase the Commitments of all Lenders without the consent of each Lender, (ii) reduce or forgive the principal amount 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 or premium on any Loanfees 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 expiration of any Commitment or premium on postpone the scheduled date of expiration of any LoanLetter of Credit beyond the Final Maturity Date, without the prior written consent of each Lender directly adversely affected thereby, (iiiv) increase change Section 2.14(b) or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood c) in a manner that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify would alter the pro rata requirements sharing of Section 2.17, payments or set-offs required thereby or amend the provisions definitions of Section 9.04(i) “Pro Rata Percentage” or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral“Default Allocation Percentage”, without the prior written consent of each Lender, (ivv) change the percentage set forth in the definitions of “Supermajority Lenders” and “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release Holdings or any other Guarantor from its Guarantee (except as expressly provided in Article VII or in connection with a transaction permitted under Section 6.05), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the 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 collateral and payments due to Lenders holding Loans of one tranche any Class differently from the rights of Lenders than those holding Loans of any other tranche Class, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected tranche, Class or (vix) reduce (1) decrease the percentage contained amount of Excess Availability referred to in the definition of the term “Required LendersPermitted Acquisition” and Sections 6.06(e), 6.06(g), 6.08, 9.01(e) and 9.01(h), (2) amend or modify the definitions of “Borrowing Base,” “Incorporated Borrowing Base,” “Borrowing Base Limitation Amount,” “Estimated Solvency Amount,” or any other defined term used within such definitions the amendment or modification of which results in more credit being made available or (3) amend or modify Section 10.10 (including any amendment or modification to clauses (b)(i), (ii) and (iii) of such Section), in each case without the prior written consent of each Lender (it being understood that with the consent of the Required Supermajority Lenders; provided, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Collateral Agent hereunder or under any other Loan Document Swingline Lender without the prior written consent of the Administrative Agent or Agent, the Collateral Agent.
, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Administrative Borrower, the Required Lenders and the Administrative Agent (c) The Administrative and, if their rights or obligations are affected thereby, the Issuing Bank, the Collateral Agent and the Borrower may amend any 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 Document made by it and all other amounts owing to correct administrative errors it or omissions, or to effect administrative changes that are not adverse to any Lenderaccrued for its account under this Agreement. Notwithstanding anything to the contrary contained herein, such amendment no Defaulting Lender shall become effective without have any further right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of any other party such Lender would be required under clause (i), (ii) or (iii) in the proviso to such Loan Documentthe first sentence of this Section 10.02(b).
(dc) Notwithstanding anything If, in this Agreement connection with any proposed change, waiver, discharge or any other Loan Document to termination of the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms provisions of this Agreement that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), the consent of the Supermajority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such Lender, a “Non-Consenting Lender”), then the Administrative Borrower shall have the right to replace all, but not less than all, of such Non-Consenting Lender or Lenders (so long as all Non-Consenting Lenders are so replaced) with one or more Persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that the Borrowers shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the other applicable Loan Documents, in each case without any further action or 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 party amounts owing to any Loan Documentit or accrued for its account under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender Secured Party to exercise, and no delay by any such Person in exercising 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 Collateral Agent 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 the Borrower or any other Loan Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 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, 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 knowledge of such Default or Event of Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document Grantor or Grantors with respect to correct administrative errors which such waiver, amendment or omissionsmodification is to apply, or to effect administrative changes that are not adverse subject to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments required in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend 10.01 of 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 DocumentFirst Lien Credit Agreement.
Appears in 1 contract
Sources: First Lien Security Agreement (Petco Health & Wellness Company, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any LC Issuer or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each LC Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrowers and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that (i) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (A) such amendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) no such agreement shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, Loan or LC Disbursement or any Fee or other amount due hereunder or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected thereby, ; (iiB) increase or extend the Commitment or decrease any Fee or extend the date for payment of any fees or premiums of other amount owing to any Lender without the prior written consent of such Lender Lender; (it being understood that a waiver of any condition precedent C) limit or release the guarantee set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), Article VII; (iiiD) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) 2.17 or Section 9.04(h), the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all definition of the Collateral“Required Lenders”, without the prior written consent of each Lender, Lender (ivexcept that the Commitment of any Defaulting Lender may be decreased or terminated on a non-pro rata basis with the consent of the Required Lenders); or (E) change the any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche any Class differently from the rights of than those due to Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding representing a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Class; provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent any LC Issuer hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissionssuch LC Issuer, or to effect administrative changes that are not adverse to any Lenderas applicable. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments Each Lender shall be effective bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to amend the terms this Section shall bind any assignee of this Agreement its rights and the other applicable Loan Documents, in each case without any further action or consent of any other party to any Loan Documentinterests hereunder.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Subject to the Intercreditor Agreement, neither the Loan Documents nor any provision hereof thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and acknowledged by the Administrative Agent (it being understood that, notwithstanding the foregoing, amendments, modifications and waivers to the Intercreditor Agreement shall only require the consent of Borrower or any other Loan Party to the extent set forth therein); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of (except to the extent permitted by Section 2.28) or extend any scheduled principal payment (but not prepayment) date or date for the payment of any interest on or any fees (including any prepayment fee or premium on (including, for the avoidance of doubt, the premiums and/or fees set forth in Section 2.11(e))) payable with respect to any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or reduce any fees (including any prepayment fee or premium on (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 (including any prepayment fee or premium (including, for the avoidance of doubt, the premiums and/or fees set forth in Section 2.11(e))) of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) [reserved], (iv) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(j) or the provisions of this Section 9.08 or release any Guarantor one or more Guarantors (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.04 or as otherwise expressly provided in this Agreement or any Security Document or the Intercreditor Agreement) that represent all or substantially all of the value of the guarantees of the Obligations pursuant to the Loan Documents or all or substantially all of the Collateral, without the prior written consent of each Lender, (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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche 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 trancheClass, (vvii) modify the protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or (viii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or any of the Joint Lead Arrangers hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or any of the Joint Lead Arrangers, as applicable; provided further that no amendment or modification to Section 7.02 that directly and adversely affects the relative priorities of any Secured Party (other than a Lender or Agent, in each case in such capacity, subject to the other provisions of this Section 9.08) to receive applications of proceeds in respect of the Obligations will have any effect as to such Secured Party without the consent of such Secured Party, except for any such amendment or modification to reflect the addition of one or more Classes of Term Loans in a manner consistent with the treatment of Obligations under Section 7.02 immediately prior to such amendment or modification.
(c) Notwithstanding anything in clause (b) or otherwise herein to the contrary, (i) any amendment or modification that would extend the final maturity date of the Term Loans of any Lender, with such Lender’s prior written consent and in accordance with Section 2.28, or increase the rate of interest and fees payable on the extended Term Loans of such Lender, or make any other amendment or modification pursuant to Section 2.28, shall not require the applicable Class of prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Term Loans, on a pro rata basis based on the aggregate principal amount of such Class of Term Loans then outstanding, (ii) the payment in full of any Term Loans on the applicable final maturity date of such Term Loans and the payment of interest and fees made on account of the Commitments and/or Term Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17, (iii) if the Borrower shall request (A) the release of any Collateral to be sold to a Person that is not a Loan Party as part of any Asset Sale or other disposition permitted under Section 6.04 and shall deliver to the Collateral Agent a certificate to the effect that such Asset Sale or other disposition and the disposition of the proceeds thereof will comply with the terms of this Agreement or (B) the subordination of the Lien of the Collateral Agent, for the benefit of the Secured Parties, on any item of Collateral to any Lien permitted by Section 6.02(i) or Section 6.02(l) and shall deliver to the Collateral Agent a certificate to the effect that the incurrence of such other Lien on the Collateral will comply with the terms of this Agreement, then the Collateral Agent shall and is hereby authorized to, without the consent of any Lender, execute and deliver all such instruments as may be required to effect the release of such Collateral (in the case of an Asset Sale or other disposition described in clause (A)) or the subordination of the Lien of the Collateral Agent, for the benefit of the Secured Parties, in such Collateral (in the case of such other Lien as described in clause (B)), (iv) the Collateral Agent, the Borrower and the applicable Guarantors may amend, supplement or otherwise modify any Security Document so long as such amendment, supplement or other modification is not materially adverse to any Secured Party and such amendment shall become effective without any further consent of any other party to such Security Document. For the avoidance of doubt, any amendment or modification of the type described in the preceding clause (i) extending the final maturity date of the Term Loans of any Lender will require the prior written consent of such Lender (but not the Required Lenders) and (v) the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any Refinancing Amendment permitted hereunder.
(d) The Administrative Agent and the Borrower may amend any Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document) to (i) correct any errors, mistakes, omissions, defects or inconsistencies (including, but not limited to, an incorrect cross-reference), or to effect administrative changes (including with respect to parallel debt provisions) that are not adverse to any Lender and (ii) provide for the appointment of one or more syndication agents and/or documentation agents. Notwithstanding anything to the contrary contained herein, any such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrower.
(e) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.
(f) Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to any Customary Intercreditor Agreement (i) that is for the purpose of adding the holders of Credit Agreement Refinancing Indebtedness (or a representative with respect thereto) as parties thereto, as contemplated by the terms of such Customary Intercreditor Agreement (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Customary Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by such Customary Intercreditor Agreement; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.
(cg) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrarySection 9.08, the Borrower may enter into Extension Amendments Guarantee Agreement and any Security Document and related documents executed by any Company in accordance connection with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan DocumentsDocuments may be in a form reasonably determined by the Administrative Agent and may be, in each case together with this Agreement, amended and waived with the consent of the Administrative Agent or the Collateral Agent, as applicable, at the request of the Borrower without any further action or the need to obtain the consent of any other party Lender if such amendment or waiver is delivered in order (i) to any comply with local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such documents to be consistent with this Agreement and the other Loan DocumentDocuments (including by adding additional parties as contemplated herein).
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums Fees of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), ,
(iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i9.04(j) or (l) or the provisions of this Section 9.08 or release any Subsidiary Guarantor (other than in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.066.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, ,
(iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche Class differently from the rights of Lenders holding Loans of any other tranche Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected tranche, Class,
(v) reduce modify the percentage contained in protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV or
(vi) amend or modify the definition of the term “Required Lenders” without the prior written consent of each 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 Commitments and Revolving Credit Commitments on the date hereof); provided further provided, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent; provided, further that no such agreement shall change (x) Section 2.18 in a manner that would alter the pro rata sharing of payments required thereby or (y) the definition of “Class” without the written consent of each Lender directly and adversely affected thereby.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or to make modifications contemplated by Section 2.23 or 2.25. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents this Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph 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 the Borrower or any Subsidiary in any case shall entitle the Borrower such party to any other or further notice or demand in similar or other circumstances. If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other document executed in connection herewith, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
(b) Neither No provision of this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with at the consent direction of the Required Majority Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanOutstanding Credit, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanOutstanding Credit (other than pursuant to an amendment to or waiver of Section 2.08), without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment of any Lender, decrease the fees owing to any Lender (except pursuant to Section 8.16) or decrease or extend postpone the date for payment of any fees or premiums of fee owing to any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend amend, waive or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) 2.15, Section 2.16 or Section 8.05(h), the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all definition of the Collateral“Majority Lenders”, without the prior written consent of each Lender, (iv) change release or permit the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest transfer of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition obligations of the term “Required Lenders” Borrower hereunder without the prior written consent of each Lender Lender, except as permitted by Section 5.02(b) or (it being understood that with v) change the definition of LC Committed Amount without the prior written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may applicable LC Bank (which consent shall not be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereofunreasonably withheld); provided further further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent ▇▇ ▇▇▇▇▇ hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral ▇▇ ▇▇▇▇▇, as the case may be, provided, further that this Agreement may be amended and restated without the consent of any Lender, any LC Bank, or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, LC Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender, such LC Bank or the Administrative Agent, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment no Defaulting Lender shall become effective without have any further right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any other party to such Loan Document.
amendment, waiver or consent that (dx) Notwithstanding anything in this Agreement increases or extends the Commitment of any Defaulting Lender, (y) decreases the principal amount of, or extends the maturity of or any other Loan Document to scheduled principal payment date or date for the contrarypayment of any interest on any Outstanding Credit of any Defaulting Lender, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24or waives or excuses any such payment or any part thereof, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend (z) requires the terms of this Agreement and the other applicable Loan Documents, in each case without any further action or consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other party to any Loan Documentaffected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the a Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (bSection 9.08(b) belowor, with respect to any Security Documents, Section 6.12, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower Representative in any case shall entitle the Borrower Representative to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Term Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with all or substantially all of the sale value of such Guarantor in a transaction permitted by Section 6.06) the Term Loans or Guarantees under the Facility Guaranty or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change reduce the rights of any Indemnitee under Section 9.05(b) without the consent of such Indemnitee; (v) amend, waive or modify the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.23 without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, Lender; (vvi) reduce [reserved]; (vii) modify the percentage contained in protections afforded to an SPV pursuant to the provisions of Section 9.04(i) without the written consent of such SPV; (viii) amend the definition of the term “Required Lenders”, “Supermajority Lenders” or change the definition of “Pro Rata Share” without the prior written consent of each Lender directly affected thereby; (it being understood ix) change the currency of any Term Loan of any Lender, or change the manner, form or currency in which any Term Loan or other Obligation (including any interest) or other amount due under any of the Loan Documents to any Lender is payable (including to permit any payment to be capitalized or paid in-kind instead of in cash), in each case, without the prior written consent of such Lender; (x) waive, amend or modify the proviso to Section 5.05
(a) without the prior written consent of each Lender; or (xi) modify any other provision, if any, of this Agreement that with expressly requires the consent of each Lender or each directly affected Lender without the Required prior written consent of each Lender, (xii) subordinate (x) the Liens securing any of the Obligations on all or substantially all of the Collateral (“Existing Liens”) to the Liens securing any other Indebtedness or other obligations or (y) any Obligations in contractual right of payment to any other Indebtedness or other obligations (any such other Indebtedness or other obligations, to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless (A) the amount of such Senior Indebtedness does not exceed 10.00% of the principal amount of the Term Loans outstanding at such time (or such greater amount as may be consented to in writing by the Supermajority Lenders) and (B) each Lender has been offered a bona fide opportunity to fund or otherwise provide its Pro Rata Share of the Senior Indebtedness on the same terms (other than reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such expense reimbursement, additional extensions “Ancillary Fees”) as offered to all other providers (or their Affiliates) of credit the Senior Indebtedness and to the extent such Lender decides to participate in the Senior Indebtedness, receive its Pro Rata Share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to this Agreement may be included in a written offer made to each Lender describing the determination material terms of the Required Lenders on substantially arrangements pursuant to which the same basis as Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Lender for a period of not less than five Business Days; provided, however, that any subordination in connection with any “debtor in possession” financing, shall, in each case, not be further restricted by this provision, or (xiii) amend or modify (or any amendment or other modification that has the Commitments on effect of amending or modifying) Section 12(b)(ii)(B) of the date hereof)Facility Guaranty or Section 6.01 or, in each case, any of the definitions or terms related thereto, without the prior written consent of the Supermajority Lenders; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be.
(c) The Without prejudice to the Administrative Agent’s right to seek instruction from the Lenders from time to time, the Administrative Agent and the Borrower Representative may amend this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document Document) to correct administrative an obvious error or omission jointly identified by the Borrower Representative and the Administrative Agent or other errors or omissionsomissions of a technical or immaterial nature (including, or to effect administrative changes that are but not adverse to any Lenderlimited to, an incorrect cross-reference). Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender, and (ii) this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments Representative (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Documents, Documents with the Term Loans and the accrued interest and fees in each case without respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any further action or consent determination of any other party to any Loan Documentthe Required Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative AgentAgents, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders Lenders, and (y) in the case of any other Loan Document, pursuant to an agreement or the Administrative Agent with the consent of agreements in writing entered into by each party thereto and consented to by the Required Lenders); provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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) 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 or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), (iii) amend extend or modify waive the pro rata requirements of Section 2.17Revolving Maturity Date, the provisions of Section 9.04(iTerm Loan Maturity Date or any Term Loan Installment Date (but excluding the Early Maturity Date) or the provisions extend any date on which payment of this Section 9.08 interest on any Loan or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralL/C Disbursement is due, without the prior written consent of each LenderLender 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 pro rata sharing of payments required thereby, or the last sentence of Section 2.08(c) in respect a manner that would alter the pro rata sharing of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority commitment reductions required thereby, in interest of the outstanding Loans of each adversely affected tranchecase, (v) 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 modify the provisions of this Section or the definition of “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 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 Loans and Commitments are included on the date hereofRestatement Date), (vi) 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 adversely affected thereby, (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights of Lenders participating in any Facility in respect of payments or collateral differently from the rights of Lenders participating in other Facilities in respect of payments or collateral, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed in a manner that is subject to this clause (vii)) or (viii) change the relative rights in respect of payments or collateral of the Lenders participating in different Facilities without the consent of the Majority Lenders participating in each adversely affected Facility; provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent an Agent, an Issuing Bank or the Collateral Agent a Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent such Agent, Issuing Bank or the Collateral AgentSwingline 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) The Administrative Agent and Notwithstanding the Borrower may amend any Loan Document to correct administrative errors or omissionsforegoing, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or and any other Loan Document to may be amended (or amended and restated) with the contrarywritten consent of the Required Lenders, the Borrower may enter into Extension Amendments Administrative Agent and each Loan Party party to each relevant Loan Document (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in accordance with Section 2.22 and Incremental Facility Amendments respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments with the Term Loans, Incremental Term Loans and Revolving Loans and the accrued interest and fees in each case without respect thereof, and any further action or consent Additional Extensions of Credit that do not constitute an increase in the Revolving Facility may share ratably in the application of mandatory prepayments with other Term Loans and Incremental Term Loans and with preference to Revolving Loans and (y) to include appropriately the Lenders holding such credit facilities in any other party to any Loan Documentdetermination of the Required Lenders, Majority Lenders, Lenders and Revolving Facility Lenders.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or Agent, any Lender in exercising any power or right hereunder or under any other Loan Credit Document and no course of dealing between any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Credit Document or consent to any departure by the Borrower or any other Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with (acting at the consent direction of the Required Lenders); provided, however, provided that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or any date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums Fees of any Lender without the prior written consent of such Lender (it being understood Lender; provided that a waiver only the consent of any condition precedent set forth the Required Lenders shall be necessary to amend the interest rate described in Section 4.02 shall not constitute an increase 2.07 or to waive any obligation of any Commitment of any Lender)the Borrower to pay interest at the interest rate provided for in Section 2.07, (iii) amend or modify the pro rata requirements of Section 2.172.14, the provisions of Section 9.04(i) 9.04 or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.066.02) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iviv)[reserved], (v) change modify the protections afforded to an SPV pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(i) without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, such SPV or (vvi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof)Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The 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 may amend any Loan Document (i) to correct administrative errors add one (1) or omissions, or more additional credit facilities to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document and to permit the contrary, extensions of credit from time to time thereunder and the Borrower may enter into Extension Amendments accrued interest and fees in accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Credit Documents with the Loans and the accrued interest and fees in respect thereof, (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (iii) to permit any such additional credit facilities which are term facilities to share ratably with the Loans in the application of prepayments.
(d) In addition, notwithstanding the foregoing, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Credit Documents, in each case 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 DocumentCredit Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after notice thereof.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender Holder 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 Collateral Agent and the Lenders Holder 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 the Borrower 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 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required Lenders (Pledgor or the Administrative Agent Pledgors with the respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Article 9 of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided 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 AgentIndenture.
(c) The Administrative For the purpose of Section 7.09(b) above, the Collateral Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents and a certificate signed by two Officers of the Parent, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of the outstanding Notes to amend this Agreement (or two-thirds in aggregate principal amount of the outstanding Notes if required by Article 9 of the Indenture), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper Person and the Borrower may amend Collateral Agent need not investigate any Loan Document to correct administrative errors fact or omissionsmatter stated in the document. At any time that Parent desires that this Agreement be amended as provided in Section 7.09(b) above, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything Parent shall deliver to the contrary contained hereinCollateral Agent a certificate signed by two Officers of Parent stating that the amendment of this Agreement is permitted pursuant to Section 7.09(b) above. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), Parent 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 13.05 of the Indenture. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), Parent shall furnish to the Collateral Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 7.09. The Collateral Agent shall become effective without not be liable for any further consent of any other party action it takes or omits to take in good faith in reliance on such Loan Documentcertificates or opinions.
(d) Notwithstanding anything Upon the Incurrence of Pari Passu Indebtedness secured by Liens permitted under the Indenture, which liens are intended to rank equal in priority with the Liens granted under this Agreement (“Additional Second Lien Obligations”), the holders of such Pari Passu Indebtedness or any other Loan Document the trustee or agent on behalf of such holders shall execute and deliver a joinder, amendment or supplement to this Agreement to provide that the new holder(s) (and/or the trustee or agent for such holder(s)) shall be “Secured Parties” hereunder, which joinder, amendment or supplement may provide for the appointment of the Collateral Agent as agent for such holder(s) and/or provide for the grant of a security interest in the Collateral by the Pledgors in form and substance reasonably satisfactory to the contraryCollateral Agent. Upon the execution and delivery by such holder(s) (or trustee or agent) and the other parties thereto of such joinder, amendment or supplement, such holder(s) (or trustee or agent for such holders) shall become a “Secured Party” hereunder with the Borrower may enter into Extension Amendments in accordance with Section 2.22 same force and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective effect as if it were originally a party to amend the terms of this Agreement and named as a “Secured Party” herein. The execution and delivery of such joinder, amendment or supplement shall not require the other applicable Loan Documents, in each case without any further action or consent of any other Secured Party hereunder (other than the Collateral Agent), and the rights and obligations of each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of any new Secured Party as a party to any Loan Documentthis Agreement. For the purpose of this Section 7.09(d), the Collateral Agent shall be entitled to rely upon an officers’ certificate stating that the amendment of this Agreement is permitted pursuant to this Section 7.09(d).
Appears in 1 contract
Sources: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the any Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the any Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any 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 the Borrower Borrowers and the Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of party thereto and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 adversely 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 of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 10.08 or the definition of the terms “Required 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 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or all or substantially all of the Subsidiary Guarantors from their respective Guarantees 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
(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 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); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative either Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative such Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any Assignee of such Lender.
(c) The Without the consent of the Syndication Agent or any Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and and/or Collateral Agent, as applicable, may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Borrower may enter into Extension Amendments 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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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, in each case without any further action or technical and conforming modifications to the Loan Documents may be made with the consent of the Borrowers and the Administrative Agent to the extent necessary to 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 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. Notwithstanding anything herein to the contrary, 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 in any other party document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to any Loan Documentsuch Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender or such 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, by the Collateral Agent or any Lender Secured Party to exercise, and no delay by any such Person in exercising 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 Collateral Agent 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 the Borrower or any other Loan Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 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 knowledge of such Default or Event of Default at the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstancestime.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document Grantor or Grantors with respect to correct administrative errors which such waiver, amendment or omissionsmodification is to apply, or to effect administrative changes that are not adverse subject to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments required in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend 11.01 of 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 DocumentABL Credit Agreement.
Appears in 1 contract
Sources: Abl Security Agreement (Petco Health & Wellness Company, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); providedPROVIDED, howeverHOWEVER, that no such agreement (i) shall (iA) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any LoanLoan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any LoanLoan or L/C Disbursement, without the prior written consent of each Lender directly adversely affected thereby, (iiB) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums Fees of any Lender without the prior written consent of such Lender Lender, or (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iiiC) amend or modify the pro rata sharing requirements of Section 2.17, or the provisions of Section 9.04(i) or ), the provisions of this Section 9.08 or the definition of the term "Required Lenders", or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all any substantial part of the CollateralCollateral (except as expressly permitted by the Loan Documents), without the prior written consent of each Lender affected thereby, (ii) shall amend, modify or otherwise affect the rights or duties of any Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of such Agent, the Issuing Bank or the Swingline Lender, as applicable, or (iviii) shall change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Revolving Loans, Tranche A Term Loans or Tranche B Term Loans (as used in this Section, each a "CLASS" of one tranche Loans) differently from the rights in respect of payments due to Lenders holding Loans of any other tranche Class of Loans without the prior written consent of Lenders holding a majority in interest of the aggregate outstanding principal amount of the Loans (or, if no Revolving Loans are outstanding, the Revolving Credit Commitments) of each the adversely affected tranche, (v) reduce the percentage contained in the definition Class of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided 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 AgentLoans.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Sources: Credit Agreement (Johnstown America Industries Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral either Agent or any Lender in exercising any power power, remedy, privilege or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right right, remedy, privilege or power, or any abandonment or discontinuance of steps to enforce such a right right, remedy, privilege or power, preclude any other or further exercise thereof or the exercise of any other right right, remedy, privilege or power. The rights rights, powers, privileges and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights rights, powers, privileges or remedies that they would otherwise haveprovided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and Administrative Agent, the Required Lenders (or the Administrative Agent with the consent of Collateral Agent, the Required Lenders), the Borrower, and each other affected Loan Party; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the scheduled date of amortization or the maturity of or any scheduled principal payment date or date for the payment of any principal or interest on the Term Loan (or premium on any LoanNote), or Monthly Performance Payments, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on the Term Loan (or premium on any LoanNote), 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than reduce the percentage specified in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all definition of the Collateral"Required Lenders", without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (viii) reduce the percentage contained amount or extend the time of payment of any Fee, indemnity or other Obligation payable to the Lender, or an Agent hereunder or under any other Loan Document, or (iv) release or otherwise limit or modify the obligations of any material Subsidiary Guarantor (except as provided in the definition Subsidiary Guaranty) or release all or any substantial part of the term “Required Lenders” collateral securing the Obligations (except as provided in the Borrower Security Agreement or the Credit Agreement Reserves Securities Account Control Agreement) in each case without the prior written consent of each Lender (it being understood that with the consent of the Required LendersLender; provided, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral an Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent such Agent. Each Lender and each holder of a Term Loan shall be bound by any waiver, amendment or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in modification authorized by this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24Section, and such Extension Amendments and Incremental Facility Amendments any consent by any Lender or holder of a Term Loan pursuant to this Section shall be effective to amend the terms of this Agreement and the other applicable bind any Person subsequently acquiring a Term Loan Documents, in each case without any further action or consent of any other party to any Loan Documentfrom it.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Metris Companies Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, the Collateral Agent Issuing Bank or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative AgentAgents, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 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 an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor Subject to Sections 9.08(c), 9.08(d), 9.08(e) and 9.08(f), no amendment, modification, termination or waiver of any provision hereof may of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by effective without the Borrower and the Required Lenders (or the Administrative Agent with the consent written concurrence of the Required Requisite Lenders.
(c) Subject to Section 9.08(e) and 9.08(f); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender that would be directly adversely affected therebythereby (whose consent shall be sufficient therefor without the consent of the Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note or the final expiration of any Commitment;
(ii) increase waive, reduce or postpone any scheduled repayment pursuant to Section 2.05(d);
(iii) [intentionally omitted];
(iv) reduce the rate of interest on any Loan or any Fee payable hereunder (other than any Default Rate imposed pursuant to Section 2.08(c)), it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (iv);
(v) extend the Commitment or decrease or extend the date time for payment of any fees interest, Fees or premiums reimbursement of any Lender without LC Disbursement;
(vi) reduce the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions principal amount of any Loan Document in a manner that by its terms adversely affects the rights or any reimbursement obligation in respect of collateral and payments due any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 9.08(b), this Section 9.08(c), Section 9.08(d), Section 9.08(e) or 9.08(f) (except for technical amendments with respect to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement which affect the protections to such additional extensions of credit of the type provided to the Lenders on the Closing Date);
(viii) amend the definition of “Requisite Lenders,” “Requisite Class Lenders” or “Commitment Percentage”; provided, with the consent of Requisite Lenders and the Requisite Class Lenders of the applicable Class, additional extensions of credit pursuant hereto may be included in the determination of the Required Lenders “Requisite Lenders,” “Requisite Class Lenders” or “Commitment Percentage” on substantially the same basis as the Revolving Credit Commitments, Revolving Loans, Term Commitments and Term Loans, are included on the date hereof)Closing Date; provided further provided, that no such agreement shall amend, modify the Term Loans of any Lender that is the Borrower or otherwise affect the rights any Affiliate or duties Subsidiary of the Administrative Agent Borrower shall be disregarded in any determination under this Section 9.08(c)(viii);
(ix) release all or substantially all of the Collateral Agent hereunder or release Parent or any Subsidiary Loan Party from the Guarantee Agreement except as expressly provided in the Loan Documents or subordinate the Liens under any other Loan Document without Security Document, it being understood that additional extensions of credit under this Agreement consented to by the prior written consent of the Administrative Agent or Requisite Lenders may be equally and ratably secured by the Collateral Agent.with the then existing secured obligations under the Security Documents; or
(cx) The Administrative Agent and the Borrower may amend waive any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Documentcondition set forth in Section 4.01.
(d) Notwithstanding anything Subject to Section 9.08(e) and 9.08(f), no amendment, modification, termination, waiver or consent with respect to any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:
(i) increase any Revolving Credit Commitment over the amount thereof then in effect without the consent of such Lender; provided no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in any Revolving Credit Commitment of any Lender;
(ii) amend, modify, terminate or waive any provision of this Agreement relating to Revolving Letters of Credit without the written consent of each Issuing Bank;
(iii) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other Loan Document provision hereof as the same applies to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms rights or obligations of this Agreement and the other applicable Loan Documentsany Agent, in each case without any further action or the consent of such Agent;
(iv) amend, modify, terminate or waive any other party provision of any Loan Document 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 to grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be);
(v) amend, modify, terminate or waive the manner of application of any optional or mandatory prepayments as among or between Classes of Loans, without the written consent of the Requisite Class Lenders of each Class that is being allocated a lesser prepayment as a result thereof;
(vi) expressly amend, modify, supplement or waive any condition precedent in Section 4.02 to any Loan DocumentRevolving Credit Borrowing or issuance of a Revolving Letter of Credit without the written consent of the Requisite Class Lenders with respect to Revolving Credit Commitments; or
(vii) increase the maximum duration of Interest Periods hereunder without the consent of each Revolving Lender and Term Lender;
(e) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement (other than as contemplated by Section 9.08(d)(i), (v) and (vi) above), the consent of the Requisite Lenders or majority Lenders of any Class, as applicable, is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (such Lender, a “Non-Consenting Lender”), then Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described below, to replace each such Non-Consenting Lender or Lenders (or to replace such Non-Consenting Lender or Lenders from the Class for which consent is being sought) with one or more assignees which will become Lenders hereunder (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent and, with respect to assignees that are Revolving Lenders, the Issuing Bank (which approval in each case shall not be unreasonably withheld) so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination; provided, however, that no Non-Consenting Lender shall be obligated to make any such assignment unless, (x) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (y) such assignee or Borrower shall pay to the affected Non-Consenting Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans, participations in LC Disbursements, and all Fees owed with respect to, any Class of Loans with respect to which such Non-Consenting Lender’s consent was requested but not obtained.
(f) Any amendments, modifications or supplements to the amount, pricing or tenor of the Revolving Credit facility shall only require the written consent of the Requisite Class Lenders with respect to the Revolving Credit Commitments; provided, that any amendment or modification that reduces pricing or extends the tenor or increases the Commitments under the Revolving Credit Facility shall require the consent of each Revolving Credit Lender directly affected thereby.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative either Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative each Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof 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 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 with the consent of party thereto and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 adversely 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 of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) amend extend or modify waive any Term Loan Installment Date or reduce the pro rata requirements amount due on any Term Loan Installment Date or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 any L/C Disbursement or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 10.08 or the definition of the terms “Required 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 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 Loans and Commitments are included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or all or substantially all of the Subsidiary Guarantors from their respective Guarantees 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
(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 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); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative either Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative such Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this Section 10.08 shall bind any Assignee of such Lender.
(c) The Without the consent of the Syndication Agent or any Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent and and/or Collateral Agent, as applicable, may (in their respective sole discretion, or shall, to the Borrower may amend extent required by any Loan Document to correct administrative errors Document) enter into any amendment, modification or omissionswaiver of any Loan Document, or enter into any new agreement or instrument, to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereingranting, such amendment shall become effective without any further consent perfection, protection, expansion or enhancement of any other party security interest in any Collateral or additional property to such Loan Documentbecome 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 anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent, the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments 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, in each case without any further action or technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Incremental Revolving Loans or Other Incremental 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. Notwithstanding anything herein to the contrary, 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 in any other party document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to any Loan Documentsuch Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender or such 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 Collateral any Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowSection 9.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders)) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest or premium on on, any Loan, without the prior written consent of each Lender directly adversely affected thereby, ,
(ii) increase or extend the Commitment of any Lender or decrease or extend the date for payment of any fees or premiums of payable to any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), ,
(iii) amend extend or modify waive any Scheduled Amortization Payment or reduce the pro rata requirements amount due on any Scheduled Amortization Payment or extend any date on which payment of Section 2.17, the provisions of Section 9.04(i) interest on any Loan or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFee is due, without the prior written consent of each Lender, Lender adversely affected thereby,
(iv) change amend or modify the provisions of Section 2.16(b) or (c) or any Loan Document other provisions of this Agreement in a manner that would by its terms adversely affects alter the rights in respect pro rata sharing of collateral and payments due to Lenders holding Loans required thereby or the application of one tranche differently from the rights of Lenders holding Loans of any other tranche payments required thereby, without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each Lender adversely affected tranche, thereby,
(v) reduce amend or modify the percentage contained in provisions of Section 9.04(a)(i) or this Section 9.08 or the definition of the term “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 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 Loans and Commitments are included on the date hereofClosing Date), or
(vi) release all or substantially all the Collateral or release any Guarantees of the Borrower, Holdings, Continental Wind Holding or any other Loan Party, 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, the Depositary Bank or the Collateral Agent hereunder or under any the other Loan Document Documents without the prior written consent of the Administrative Agent Agent, the Depositary Bank or the Collateral Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Syndication Agent, Documentation Agent, Lead Arranger or Lender, the Loan Parties and the Administrative Agent, the Depositary Bank and/or Collateral Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to or protect any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding the foregoing, in each case any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without any further action or the need to obtain the consent of any other party Lender if such amendment, modification, supplement or waiver is executed and delivered in order to any cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (e), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other the Loan Document Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement any Loan Document nor any provision hereof thereof (excluding letter of credit applications, which may be waived, amended or otherwise modified by agreement of the Borrower and the applicable Issuing Bank) may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) without the consent of the applicable Lender, (A) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on such Lender’s Loans or premium on any Loan, without the prior written consent of each Lender directly adversely affected therebyFees payable to such Lender, (iiB) increase or extend the Commitment or decrease or extend the date for any scheduled payment of principal of or interest on such Lender’s Loans or the Fees payable to such Lender, or (C) increase the amount or extend the expiration date of such Lender’s Commitment, or (ii) without the consent of each Lender, (A) decrease the principal of or the rate of interest on any fees LC Disbursement, (B) extend the date for any scheduled payment of principal of or premiums interest on any LC Disbursement, (C) extend the expiration date of any Lender without Letter of Credit after the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender)Expiration Date has occurred, (iiiD) amend or modify release the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 First Mortgage Bond or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralcollateral therefor, without the prior written consent of in each Lendersuch case except pursuant to Article VIII, or (ivE) change amend or modify the provisions of any Loan Document in a manner that by its terms adversely affects Section 2.15, the rights in respect provisions of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchethis Section, (v) reduce the percentage contained in the definition of the term “Required Lenders” without or any other provision requiring the prior written consent or agreement of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank under the Collateral Agent hereunder or under any other Loan Document Documents without the prior written consent of the Administrative Agent or such Issuing Bank, as the Collateral Agent.
(c) The Administrative Agent case may be. Each Lender and the Borrower may amend each holder of a Note shall be bound by any Loan Document waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or not such Extension Amendments and Incremental Facility Amendments Note 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 Documenthave been so marked.
Appears in 1 contract
Sources: Credit Agreement (Avista Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to Sections 2.08(b), 2.22, 2.23 and 2.24 and clause (d) below, and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Required Lenders and the Required Lenders (Loan Parties that are party thereto and are affected by such waiver, amendment or modification and acknowledged by the Administrative Agent with the consent of the Required Lenders)Agent; provided, however, that no such agreement shall (i) decrease reduce the principal amount of, or extend or waive any scheduled amortization payment or the final scheduled maturity of or any scheduled principal payment date or date for the payment of any interest or premium on on, any Term Loan, or waive or excuse forgive any such payment or any part thereof, or or, subject to Section 2.08(b), decrease the rate of interest or premium on any Term Loan, without the prior written consent of each Lender directly and adversely affected therebythereby (it being understood that any change to the component definitions of “Total Net Leverage Ratio” or “Senior Secured Net Leverage Ratio” affecting the determination of interest (including, without limitation, pursuant to the definition of “Applicable Percentage”) and the waiver of any Default, Event of Default or default interest shall only require the consent of the Borrower and the Required Lenders), (ii) increase or extend the Term Loan Commitment or decrease or extend the date for payment of any fees or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements provisions of Section 2.17, the provisions of Section 9.04(i2.18, the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section 9.08 (except as set forth below) or release any Guarantor (other than in connection with all or substantially all of the sale value of such Guarantor in a transaction permitted the guarantees provided by Section 6.06) the Guarantors or all or substantially all of the CollateralCollateral (except as permitted under Section 6.04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, (iv) change waive or amend this Section 9.08(b), or (v) amend or modify the provisions of Section 9.04 or the definition or “Eligible Assignee” in any Loan Document in a manner that by its terms adversely affects limits or restricts the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans ability of any other tranche Lender to assign its interests hereunder without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchesuch Lender, (vvi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit term loans 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 Term Loans on the date hereofhereof and this Section 9.08 may be amended to reflect such term loans); provided further provided, further, that (w) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent Agent, hereunder or under any other Loan Document without the prior written consent of the Administrative Agent Agent, or the Collateral Agent, as the case may be, or amend Section 2.08 without the prior written consent of the Administrative Agent and (x) Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Term Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) The Notwithstanding the foregoing, in addition to any term loans and related Incremental Amendments effectuated without the consent of Lenders in accordance with Section 2.22 and any term loans and related Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.24, this Agreement (including this Section 9.08 and Section 2.17) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the term loans from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and Administration Fees in respect thereof, (ii) to include appropriately the Lenders holding such term loan facilities in any determination of the Required Lenders and other definitions related to such new term loan facilities and (iii) to provide customary class protection for any additional term loan facilities.
(d) Notwithstanding anything to the contrary in Section 9.08(b), the Administrative Agent and the Borrower may amend any Loan Document (1) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, (2) to make modifications contemplated by Section 2.22, Section 2.23 or Section 2.24 pursuant to an Incremental Amendment, an Extension Amendment or a Refinancing Amendment, respectively, (3) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (4) to comply with applicable local law or advice of local counsel in respect of a Security Document or (5) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment amendments shall become effective without any further consent of any other party to such Loan Document.
(de) Notwithstanding anything Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in this Agreement or any other Loan Document to the contrary, specific instance and for the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24specific purpose for which given, and such Extension Amendments waiver, amendment, modification or supplement shall apply equally to each of the Lenders and Incremental Facility Amendments shall be effective to amend binding on the terms Loan Parties, the Lenders, the Agents and all future holders of this Agreement the Term Loans and the other applicable Term Loan Documents, in each case without any further action or consent of any other party to any Loan DocumentCommitments.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle the Borrower such person to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any 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 Holdings, the Borrower and the Required Lenders 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 with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the Scheduled Maturity Date, without the prior written consent of each Lender directly adversely affected thereby, except as provided in Section 2.05(c);
(ii) increase or extend the Commitment or decrease or extend the date for payment of any fees or premiums of any Lender or decrease the Facility Fees, Issuing Bank Fees or L/C Participation Fees or other fees of any Lender, Agent or Issuing Bank without the prior written consent of such Lender Lender, Agent or Issuing Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any Commitment the Commitments of any Lender), ,
(iii) extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fee is due, without the prior written consent of each Lender adversely affected thereby,
(iv) [Reserved],
(v) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release the definition of the terms “Required Lenders”, “Required ABL Lenders”, “Required Term Lenders” or any Guarantor 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 (other than in connection it being understood that, (i) with the sale consent of such Guarantor the Required ABL Lenders, additional extensions of credit pursuant to this Agreement under the DIP ABL Revolver may be included in a transaction permitted by Section 6.06the determination of the Required ABL Lenders on substantially the same basis as the DIP ABL Revolving Loans and DIP ABL Revolving Commitments are included on the Closing Date and (ii) or with the consent of the Required Term Lenders, additional extensions of credit pursuant to this Agreement under the Last Out Term Loan Facility may be included in the determination of the Required Term Lenders on substantially the same basis as the Last Out Term Loans and Last Out Term Loan Commitments are included on the Closing Date),
(vi) release all or substantially all of the Collateral, without the prior written consent of each Lender,
(vii) effect any waiver, (iv) change the provisions of any Loan Document in a manner amendment or modification that by its terms adversely affects the rights in respect of payments or collateral and payments due to of Lenders holding Loans of one tranche participating in any Facility differently from the rights those of Lenders holding Loans participating in another Facility, without the consent of the Required 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 other tranche prepayment or Commitment reduction still required to be made is not changed),
(viii) (i) make any changes to any ABL Facility Provision (and any related definition to the extent applicable to such ABL Facility Provision) without the prior written consent of the Required ABL Lenders holding a majority (which, notwithstanding the lead-in interest to this clause (b), shall be the only consent required to make such changes) or (ii) make any changes to the financial covenant (and any related definitions to the extent applicable to such financial covenant) in Section 6.11(b) without consent of the outstanding Loans of each adversely affected trancheRequired Term Lenders (which, notwithstanding the lead-in to this clause (vb), shall be the only consent required to make such changes),
(ix) reduce the percentage contained in change the definition of the term “Borrowing Base” or any component definition of any thereof (including the definitions of “Eligible Concessions Accounts” or “Eligible Inventory”), in each case the effect of which change would increase amounts available to be borrowed, except with the consent of DIP ABL Lenders having DIP ABL Credit Exposure and unused DIP ABL Revolving Commitments representing more than 66-2/3% of the sum of the aggregate DIP ABL Credit Exposure and such unused DIP ABL Revolving Commitments of all Lenders at such time; provided that (A) the foregoing shall not limit the discretion of the Administrative Agent to change, establish or limit Availability Reserves without the consent of any Lender and (B) notwithstanding the lead-in to this clause (b), the consent of the Required LendersLenders shall not be required to make any change described in this clause (ix) and/or
(x) make changes to the order of application of funds or any related definitions (as used therein) or amounts payable to any Agent or any Lender specified in the “waterfall” in Section 7.03 without the prior written consent of each Lender (it being understood that with the consent of the Required Lendersadversely affected thereby, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Lead Arranger, Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan DocumentsDocuments with any class of 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, in each case without any further action or technical and conforming modifications to the Loan Documents may be made with the consent of any other party the Borrower and the Administrative Agent; provided that the Lenders shall be deemed to have consented to any Loan Documentsuch modification unless the Required Lenders shall object thereto by written notice to the Administrative Agent within 3 Business Days after having received notice thereof.
(f) Notwithstanding the foregoing, (i) the conditions precedent to the initial extension of credit on the Closing Date set forth in Section 4.01 and Section 4.02 may be waived or modified solely with the consent of the Initial DIP Lender and (ii) the conditions precedent set forth in Section 4.02 (A) as they apply to any DIP ABL Revolving Loan, may be waived by the Required ABL Lenders and (B) as they apply to any Last Out Term Loan, may be waived by the Required Term Lenders.
Appears in 1 contract
Sources: Senior Secured Priming and Superpriority Debtor in Possession Credit Agreement (Claires Stores Inc)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in Section 2.14(b), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of Agent, as applicable, and consented to by the Required Lenders); provided, however, that no such agreement shall shall:
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/C Disbursement, 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 or premiums of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche, (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided 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 (1) neither (A) any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything amendment to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything Financial Covenant definitions in this Agreement (or defined terms used in the Financial Covenants in this Agreement) or (B) any other Loan Document amendment entered into pursuant to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan DocumentsSection 2.14(b) shall, in each either case without any further action or consent of any other party to any Loan Document.the foregoing clauses (A) and (B) constitute a reduction in the rate of interest for purposes of this clause (i) and (2) waiver of the imposition of the default rate of IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" "" IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""
Appears in 1 contract
Sources: Credit Agreement (Fathom Digital Manufacturing Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Subject to the terms of the Intercreditor Agreement, neither this Agreement nor the other Loan Documents (other than the Fee Letter) nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent on behalf of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on or premium on any fees (including any prepayment fee or premium) payable with respect to any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on or premium on any fees (including any prepayment fee or premium) payable with respect to any Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Revolving Credit Facility Commitment (if any) or decrease or extend the date for payment of any fees (including any prepayment fee or premiums premium) of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with all or substantially all of the sale value of such Guarantor in a transaction permitted by Section 6.06) the Guarantees or all or substantially all of the Collateral, Collateral without the prior written consent of each LenderLender (other than in connection with a transaction permitted by Section 6.05 or as provided in the Intercreditor Agreement), (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranche[reserved], (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender Lender, (it being understood that with vi) impose any additional restriction on any Lender's ability to assign any of its rights or obligations without the prior written consent of such Lender, or (vii) subordinate (x) payment of any of the Required LendersObligations to any other Indebtedness, additional extensions or (y) the Lien created under the Loan Documents in respect of credit pursuant the Obligations to this Agreement may be included any Lien in respect of any other Indebtedness, in the determination case of each of subclauses (vii)(x) and (vii)(y), without the Required Lenders on substantially the same basis as the Commitments on the date hereof)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 or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent. The terms and provisions of the Fee Letter may not be waived, amended or modified without the written consent of Administrative Agent and Borrower (but any such waiver, amendment or modification shall not require the written consent of any of the Lenders).
(c) Notwithstanding anything in clause (b) or otherwise herein to the contrary, (i) any amendment or modification that would extend the final maturity date of the Loans of any Lender, in each case, with such Lender’s prior written consent, and increase the rate of interest and fees payable on the Loans of such Lender shall not require the prior written consent of each Lender, so long as such extension is offered to all Lenders holding such Loans on a pro rata basis based on the aggregate principal amount of such Loans then outstanding pursuant to procedures approved by the Administrative Agent, and (ii) the payment in full of any Loans on the applicable final maturity date of such Loans and the payment of interest and fees made on account of the Revolving Credit Facility Commitments and/or Loans of any Lender as required under this Agreement after giving effect to an amendment or other modification described in the preceding clause (i), shall not be deemed to violate Section 2.17 or be an event that would require the purchase of participations pursuant to Section 2.18; provided that, except as expressly set forth in the preceding clause (i), no such amendment or modification shall alter the pro rata requirements of Section 2.17.
(d) The Administrative Agent and the Borrower may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, or (ii) to effect any Conforming Amendment (as defined in the Intercreditor Agreement) in respect of a Subject Term Loan Amendment. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings or the Borrower in any case shall entitle Holdings or the Borrower to any other or further notice or demand in similar or other circumstances. 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Holdings and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without the prior written consent of each Lender directly adversely affected therebythereby (other than any waiver of any increase in the interest rate applicable to the Loans as a result of the occurrence of an Event of Default and other than any waiver or extension of any mandatory prepayment), (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees Fees or premiums of any Lender (other than any waiver or extension of any mandatory prepayment) without the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender), (iii) amend or modify the pro rata requirements of Section 2.172.14, the provisions of Section 9.04(i9.04(k) or the provisions of this Section 9.08 9.08(b) or release any Guarantor (other than in connection with the sale or other disposition of such Guarantor in a transaction permitted by Section 6.066.05) or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change modify the protections afforded to an SPC pursuant to the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche Section 9.04(j) without the prior written consent of Lenders holding a majority in interest such SPC, or (v) without the written consent of the outstanding Loans Required RL Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or amend the definition of each adversely affected tranche, “Required RL Lenders” or (vvi) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Sources: Credit Agreement (Blackline, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Lender or any Lender Issuing Bank in exercising any power or right hereunder or under any other the Loan Document Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent Lenders and the Lenders Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as otherwise expressly set forth in this Agreement (including Section 2.07(f) and Section 10.20), neither any Loan Document nor any provision hereof thereof (excluding letter of credit applications, which may be waived, amended or otherwise modified by agreement of the Borrower and the applicable Issuing Bank) may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided, however, that no such agreement shall (i) without the consent of the applicable Lender, (A) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on such Lender’s Loans or premium on any Loan, without the prior written consent of each Lender directly adversely affected therebyFees payable to such Lender, (iiB) increase or extend the Commitment or decrease or extend the date for any scheduled payment of principal of or interest on such Lender’s Loans or the Fees payable to such Lender, or (C) increasethe amount or extend the expiration date of such Lender’s Commitment, or (ii) without the consent of each Lender, (A) decrease the principal of or the rate of interest on any fees LC Disbursement, (B) extend the date for any scheduled payment of principal of or premiums interest on any LC Disbursement, (C) extend the expiration date of any Lender without Letter of Credit after the prior written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 shall not constitute an increase of any Commitment of any Lender)Expiration Date has occurred, (iiiD) amend or modify release the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) or the provisions of this Section 9.08 First Mortgage Bond or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the Collateralcollateral therefor, without the prior written consent of in each Lendersuch case except pursuant to Article VIII, or (ivE) change amend or modify the provisions of any Loan Document in a manner that by its terms adversely affects Section 2.15, the rights in respect provisions of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected tranchethis Section, (v) reduce the percentage contained in the definition of the term “Required Lenders” without or any other provision requiring the prior written consent or agreement of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank under the Collateral Agent hereunder or under any other Loan Document Documents without the prior written consent of the Administrative Agent or such Issuing Bank, as the Collateral Agent.
(c) The Administrative Agent case may be. Each Lender and the Borrower may amend each holder of a Note shall be bound by any Loan Document waiver, amendment or modification authorized by this Section regardless of whether its Note shall have been marked to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any person subsequently acquiring a Note from it, whether or not such Extension Amendments and Incremental Facility Amendments Note 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 Documenthave been so marked.
Appears in 1 contract
Sources: Credit Agreement (Avista Corp)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, by the Collateral Agent or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Security Documents are cumulative and are not exclusive of any rights or remedies that they it would otherwise have. No waiver of any provision of this Agreement or any other Loan Security Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) belowof this Section 11.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower any Loan Party in any case shall entitle the Borrower any Loan Party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Collateral Agent and the Required Lenders (Grantor with respect to which such waiver, amendment or modification is to apply and consented to by the Administrative Agent with the consent of the Required Lenders)Majority Secured Parties; provided, however, that no such agreement shall (i) decrease any amendment or waiver of this Agreement that by its terms adversely affects the principal amount of, or extend rights of the maturity Revolving Loan Secured Parties differently from those of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest or premium on any Loan, without Term Loan Secured Parties shall require the prior written consent of each Lender directly Required Lenders (as defined in the Revolving Loan Credit Agreement), and any amendment or waiver of this Agreement that by its terms adversely affected thereby, (ii) increase or extend affects the Commitment or decrease or extend rights of the date for payment Term Loan Secured Parties differently from those of any fees or premiums of any Lender without the Revolving Loan Secured Parties shall require the prior written consent of such Lender the Required Lenders (it being understood that a waiver of any condition precedent set forth as defined in Section 4.02 shall not constitute an increase of any Commitment of any Lenderthe Term Loan Credit Agreement), (iiiii) amend except as expressly provided in Section 11.15, any amendment or modify waiver having the pro rata requirements effect of Section 2.17, the provisions a release of Section 9.04(i) or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) guarantee hereunder or all or substantially all of the CollateralCollateral from the Lien hereunder, without and any termination of this Agreement, in each case, shall require the prior written consent of each Lender, (iviii) change any amendment to the provisions Security Documents that directly or indirectly narrows the description of any Loan Document in a manner that by its terms adversely affects the rights in respect Collateral or the obligations being secured thereby, changes the priority of collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of Secured Parties hereunder or under any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancheSecurity Document, (v) reduce the percentage contained in amends the definition of the term “Required LendersMajority Secured Parties” or amends this Section 11.09 may be not made without the prior written consent of each Lender and (it being understood that with iv) provisions solely affecting the rights of the Secured Parties among themselves may be amended or waived 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 Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral AgentGrantor.
(c) The Administrative Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Extension Amendments in accordance with Section 2.22 and Incremental Facility Amendments in accordance with Section 2.24, and such Extension Amendments and Incremental Facility 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.
Appears in 1 contract
Sources: Guarantee, Collateral and Intercreditor Agreement (Network Communications, Inc.)
Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender in exercising any right or power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle the Borrower such Person to any other or further notice or demand in similar or other circumstances.
(b) Neither Except as provided in Section 2.21 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent with the consent of and consented to by the Required Lenders); provided, however, that no such agreement shall shall
(i) decrease or forgive the principal amount of, or extend the final maturity of or any scheduled principal payment date or date for the payment of any interest or premium on any Loan, or waive or excuse any such payment or any part thereofof, or decrease the rate of interest on, any Loan or premium on any LoanL/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 adversely 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 of any L/C Participation Fees or other fees or premiums 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 waiver of any condition precedent set forth mandatory reduction in Section 4.02 the aggregate Commitments shall not constitute an increase of any the Commitment of any Lender), ,
(iii) amend extend any date on which payment of interest on any Loan or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(i) any L/C Disbursement or the provisions of this Section 9.08 or release any Guarantor (other than in connection with the sale of such Guarantor in a transaction permitted by Section 6.06) or all or substantially all of the CollateralFees is due, without the prior written consent of each Lender, Lender 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 collateral and payments due to Lenders holding Loans of one tranche differently from the rights of Lenders holding Loans of any other tranche without the prior written consent of Lenders holding a majority in interest of the outstanding Loans of each adversely affected trancherequired thereby, (v) 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 modify the provisions of this Section 9.08 or the definition of the terms “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 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 Loans and Commitments included on the date hereofClosing Date),
(vi) release all or substantially all the Collateral or release all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; provided further 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 the definition of “Issuing Bank Sublimit” without the prior written consent of each Issuing Bank; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent an Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the Collateral Agenteffective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.
(c) The Administrative Agent and Without the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to such the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.
(d) Notwithstanding anything in the foregoing, this Agreement may be amended (or any other Loan Document to amended and restated) with the contrarywritten consent of the Required Lenders, the Administrative Agent and the Borrower may enter into Extension Amendments (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 accordance with Section 2.22 and Incremental Facility Amendments respect thereof to share ratably in accordance with Section 2.24, and such Extension Amendments and Incremental Facility Amendments shall be effective to amend the terms benefits of this Agreement and the other applicable Loan Documents, Documents with the Revolving Facility Loans and the accrued interest and fees in each case without respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any further action or consent determination of any other party to any Loan Documentthe Required Lenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Nuance Communications, Inc.)