Common use of Without Clause in Contracts

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;

Appears in 4 contracts

Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Without. (A) the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity DateDate (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest); (C) the prior written Unanimous Consent consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that entering into any Pari Passu Intercreditor Agreement or incurring any Qualifying Secured Debt shall not constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective obligations under their Facility Guarantee or substantially limit their liability in respect the Liens of such Facility Guaranteethe Security Documents); (D) the prior written consent of all Lenders, change any of the provisions of this SECTION 9.02(b) except in connection with Permitted Dispositions or the definitions of “Required Lenders” or any other provision of as provided in Section 6.03, release any Loan Document specifying the number Party from its obligations under any Loan Document, or percentage limit its liability in respect of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereundersuch Loan Document; (E) the prior written Unanimous Consent consent of all Lenders, change any SECTION 2.17(a) or (b), SECTION 7.03, or, during the continuance of the provisions an Event of Default or following an exercise of remedies pursuant to Section 7.02, SECTION 8.03; (F) the prior written consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the ABL Intercreditor Agreement, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or

Appears in 4 contracts

Sources: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Without. (A) the prior written Unanimous Consent consent of all Lenders directly and adversely affected therebythereby (but not the Required Lenders), reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood Documents; provided that a waiver no waiver, amendment or modification made, or other agreement entered into, in each case pursuant to the terms of a Default Section 2.10, shall not constitute a reduction in the rate of interest or fees for purposes of this Sectionclause (A); (B) the prior written Unanimous Consent consent of all Lenders directly and adversely affected therebythereby (but not the Required Lenders), postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment payment, or postpone the Termination Date (provided it being understood that a waiver of a Default interest pursuant to SECTION 2.12 shall not constitute a reduction, waiver or excuse of any payment of interest); provided that no waiver, amendment or waiver modification made, or other agreement entered into, in each case pursuant to the terms of interest Section 2.10, shall constitute a postponement or reduction for purposes of this Sectionclause (B), or postpone the Maturity Date; (C) the prior written Unanimous Consent of all LendersConsent, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03Section 8.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that (1) entering into any Qualifying Pari Passu Intercreditor Agreement or any Qualifying Second Lien Intercreditor Agreement, or (2) incurring any Qualifying Secured Debt or secured Qualifying Other Debt shall not, in either case, constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective the Liens of the Security Documents); (D) [reserved;] (1) prior written Unanimous Consent, increase any advance rate percentage set forth in the definition of “Borrowing Base”; or (2) prior written consent of the Supermajority Lenders, otherwise change the definition of the terms “Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (F) prior written Unanimous Consent, except in connection with Permitted Dispositions or as provided in Section 6.03 or Section 8.16, release any Loan Party from its obligations under their Facility Guarantee any Loan Document, or substantially limit their its liability in respect of such Facility GuaranteeLoan Document; (DG) the prior written Unanimous Consent, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (H) prior written Unanimous Consent, change SECTION 2.17 (provided that no waiver, amendment or modification made to Section 2.17 pursuant to the terms of Section 2.10, shall require the consent of all Lendersany Lender), Section 7.03, or Section 8.03; (I) prior written Unanimous Consent, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law or in the Intercreditor Agreement, in any Qualifying Pari Passu Intercreditor Agreement, or except as provided in section 8.16, subordinate the Liens granted hereunder or claim of the Lenders or under the other Loan Documents to any other Lien; or (J) prior written Unanimous Consent, change any of the provisions of this SECTION Section 9.02(b) or ), the definitions of “Required Lenders”, “Supermajority Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;.

Appears in 2 contracts

Sources: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.)

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Domestic Total Domestic Commitments or the Canadian Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Combined Availability”, “Domestic Availability” or, “Tranche A Borrowing Base”, or “Domestic Incremental Availability” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability”, “Canadian Incremental Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted under SECTION 6.03 resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be (including, without limitation, by virtue of the Obligations exceeding the “Cap Amount” (as defined in the Intercreditor Agreement)); (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Pro Rata Percentage”, “Canadian Commitment Percentage”, Domestic Commitment Percentage”, “Commitment Percentage”, “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;; or

Appears in 2 contracts

Sources: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the expiration of the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of the Supermajority Required Lenders, change the definition of the terms “Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Loan Parties would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (E) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions and mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release any Borrower from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (F) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03; or (G) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;

Appears in 2 contracts

Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section); (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of any interest on any Obligation or any fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), or postpone the expiration of the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility Guarantee; (D) the prior written consent of the Supermajority Required Lenders, change the definition of the terms “Excess Availability” or “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Loan Parties would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (E) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions and mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.03, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (F) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03; or (G) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;

Appears in 2 contracts

Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Domestic Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Canadian Borrower would be increased, provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than the Initial Borrower, as contemplated herein, and a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Domestic Commitments (or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03; SECTION 8.04 or SECTION 8.17 (J) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (K) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EL) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of except in connection with Permitted Dispositions, release any Loan Document specifying the number Party from its obligations under any Loan Document, or percentage limit its liability in respect of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereundersuch Loan Document; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 2.17(a) or (b), SECTION 7.03, or SECTION 8.03; (F) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or

Appears in 1 contract

Sources: Credit Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation Loan or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date;; 173 (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent of each Term Lender, change the definition of the term “Supermajority Consent of Term Lenders”; (E) the prior written Supermajority Consent of Term Lenders and Supermajority Consent of Revolving Lenders, change the definition of the terms “Domestic Availability”, “Domestic Borrowing Base”, or “Domestic Incremental Availability”, or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory or Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Supermajority Consent of Term Lenders and Supermajority Consent of Revolving Lenders, change the definition of the terms “Combined Borrowing Base”, “Canadian Availability”, “Canadian Incremental Availability” or “Canadian Borrowing Base” or any component definition thereof if, in each case, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted hereunder resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) [Reserved]; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and the Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, amend or modify the Superpriority Claim status of the Lenders under the Orders or under any Loan Document, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or 174 under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Pro Rata Percentage”, “Canadian Commitment Percentage”, “Domestic Commitment Percentage”, “Commitment Percentage”, “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;thereunder in each case to reduce such percentage; or

Appears in 1 contract

Sources: Superpriority Secured Debtor in Possession Credit Agreement (Toys R Us Inc)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees or other amounts payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees or other amounts payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Tranche A Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (G) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (H) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03, or SECTION 8.03; (I) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; (J) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EK) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;; or

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions or other transactions permitted under SECTION 6.03 resulting in such Loan Party ceasing to constitute a Loan Party, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be (including, without limitation, by virtue of the Obligations exceeding the “Cap Amount” (as defined in the Intercreditor Agreement)); (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EM) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)

Without. (A) A. the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) B. the prior written Unanimous Consent consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on any Obligation thereon, or reduce the amount of, waive or excuse any such payment, or postpone the Termination Date (it being understood that the waiver of (or amendment to the term of) any mandatory prepayment under SECTION 2.17(c) hereof shall not constitute a postponement of any date scheduled for the payment (provided that of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest and a waiver of a Default interest pursuant to SECTION 2.12 shall not constitute a reduction, waiver or excuse or waiver of interest for purposes any payment of this Sectioninterest), or postpone the Maturity Date; (C) the C. prior written Unanimous Consent of all LendersConsent, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that (1) entering into any Qualifying Pari Passu Intercreditor Agreement or any Qualifying Second Lien Intercreditor Agreement, or (2) incurring any Qualifying Secured Debt shall not, in either case, constitute a release of all or substantially all of the Facility Guarantors Collateral from their respective obligations under their Facility Guarantee or substantially limit their liability in respect the Liens of such Facility Guaranteethe Security Documents); D. prior written Unanimous Consent, except as provided in SECTION 2.02, increase the Total Commitments; E. (D1) prior written Unanimous Consent, increase any advance rate percentage set forth in the definition of “Borrowing Base”; or (2) prior written consent of all the Supermajority Lenders, otherwise change any the definition of the provisions of this SECTION 9.02(b) terms “Availability” or the definitions of Required LendersBorrowing Base” or any other provision of any Loan Document specifying component definition thereof if as a result thereof the number or percentage of Lenders required amounts available to waivebe borrowed by the Borrowers would be increased, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) provided that the prior written Unanimous Consent of all Lenders, change any foregoing shall not limit the discretion of the provisions of SECTION 8.03Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein;

Appears in 1 contract

Sources: Credit Agreement (Burlington Stores, Inc.)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees or other amounts payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees or other amounts payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section)payment, or postpone the Maturity expiration of the Commitments or postpone the Applicable Termination Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.16, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written consent Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Availability” or “Borrowing Base” or or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Inventory and Accounts acquired in a Permitted Acquisition to the Borrowing Base as provided herein; (F) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (G) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Overadvance so as to increase the amount thereof, or to cause the aggregate Commitments (or the Commitment of any Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Overadvance; (H) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03, or SECTION 8.03; (I) the prior written Unanimous Consent of all Lenders, (i) subordinate the Obligations hereunder to any other Indebtedness, or (ii) except as provided by operation of Applicable Law, subordinate the Liens granted hereunder or under the other Loan Documents to any other Lien; or (J) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) the prior written Unanimous Consent of all Lenders, change any of the provisions of SECTION 8.03;.

Appears in 1 contract

Sources: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Without. (A) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent of all Lenders directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment payment, (provided that a waiver C) the prior written Unanimous Consent of a Default shall not constitute a reductionall Non-Extending Lenders directly affected thereby, excuse or waiver postpone the expiration of interest for purposes the Commitments of this Section), the Non-Extending Lenders or postpone the Existing Maturity Date; (CD) the prior written Unanimous Consent of all Extending Lenders directly affected thereby, postpone the expiration of the Commitments of the Extending Lenders or postpone the Extended Term Maturity Date; (E) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.19, release all or substantially all of the Collateral from the Liens of the Security Documents Documents; (F) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or release the Total Canadian Commitments; (G) the prior written Unanimous Consent of all or substantially all Lenders, change the definition of the Facility Guarantors terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (H) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (I) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from their respective its obligations under their Facility Guarantee any Loan Document, or substantially limit their its liability in respect of such Facility GuaranteeLoan Document; (DJ) the prior written consent Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadavnce or Permitted Domestic Overadvance; (K) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 2.18, SECTION 7.03; SECTION 8.05 or SECTION 8.18; (L) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (M) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EN) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)

Without. (A) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, reduce the principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents (it being understood that a waiver of a Default shall not constitute a reduction of interest for purposes of this Section)Documents; (B) the prior written Unanimous Consent consent of all Lenders each Lender directly adversely affected thereby, postpone the scheduled date of payment of the principal amount of any Obligation, or any interest on thereon, or any Obligation fees payable under the Loan Documents, or reduce the amount of, waive or excuse any such payment (provided that a waiver payment, or postpone the expiration of a Default shall not constitute a reduction, excuse or waiver of interest for purposes of this Section), the Commitments or postpone the Maturity Date; (C) the prior written Unanimous Consent of all Lenders, except for Permitted Dispositions or for Collateral releases as permitted provided in SECTION 8.16 and for mergers, consolidations, liquidations and dissolutions permitted under SECTION 6.038.18, release all or substantially all of the Collateral from the Liens of the Security Documents or release all or substantially all of the Facility Guarantors from their respective obligations under their Facility Guarantee or substantially limit their liability in respect of such Facility GuaranteeDocuments; (D) the prior written Unanimous Consent of all Lenders, except as provided in SECTION 2.02, increase the Total Domestic Commitments or the Total Canadian Commitments; (E) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Domestic Availability” or “Tranche A Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Domestic Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves or to add Inventory, Accounts and Real Estate acquired in a Permitted Acquisition to the Borrowing Base as provided herein; or (F) the prior written Unanimous Consent of all Lenders, change the definition of the terms “Canadian Availability” or “Canadian Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Canadian Borrower would be increased; provided that the foregoing shall not limit the discretion of the Agents to change, establish or eliminate any Reserves; (G) the prior written Unanimous Consent of all Lenders, except in connection with Permitted Dispositions, release any Loan Party (other than a Loan Party which is no longer a Material Subsidiary) from its obligations under any Loan Document, or limit its liability in respect of such Loan Document; (H) the prior written Unanimous Consent of all Lenders, modify the definition of Permitted Canadian Overadvance or Permitted Domestic Overadvance so as to increase the amount thereof, or to cause the aggregate Canadian Commitments or Domestic Commitments, as applicable (or the Canadian Commitment of any Canadian Lender or the Domestic Commitment of any Domestic Lender) to be exceeded as a result thereof, or, except as provided in such definition, the time period for a Permitted Canadian Overadvance or Permitted Domestic Overadvance; (I) the prior written Unanimous Consent of all Lenders, change SECTION 2.17, SECTION 7.03; SECTION 8.04 or SECTION 8.17; (J) the prior written consent of the Required Lenders and each Co-Collateral Agent, change SECTION 2.18; (K) the prior written Unanimous Consent of all Lenders, except as provided by operation of Applicable Law and otherwise expressly permitted hereunder, subordinate the Obligations or Other Liabilities hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be; (L) the prior written Unanimous Consent of all Lenders, change any of the provisions of this SECTION 9.02(b) or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;; or (EM) the prior written Unanimous Consent of all Lenders, change any increase the amount of the provisions of SECTION 8.03;Excess Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)