Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy New Orleans Inc), Credit Agreement (Entergy Arkansas Inc)
Amendments, Etc. No Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, hereunder (e) other than pursuant to Section 2.04(b2.18), (e) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender Lender, such LC Issuing 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 or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 4 contracts
Samples: Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy Arkansas, LLC)
Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (other than with respect to any amendment or waiver contemplated in clause (g) below (in the case of clause (g), to the extent permitted by Section 2.12), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 4 contracts
Samples: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.), Credit Agreement (ATD Corp)
Amendments, Etc. No amendment or waiver of any Any provision of this AgreementAgreement or any other Loan Document may be amended, nor consent to any departure by modified or waived with the Borrower therefrom, shall in any event be effective unless Borrower's and the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given' prior written consent; provided, however, provided that (i) no amendment, modification or waiver or consent shall, unless in writing and signed by all that extends the Lenders (other than any Lender that is the Borrower or an Affiliate final maturity of the Borrower)Loans, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone postpones any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, increases the Aggregate Revolving Credit Commitments (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof2.03(c)), change forgives the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Debt outstanding under this Agreement, releases any Guarantor of its obligations under the Guaranty, reduces the interest rate applicable to the Loans or the fees payable to the Lenders generally, affects this Section 12.04 or Section 12.06(a) or modifies the definition of "Required Lenders" shall be effective without consent of all Lenders; (ii) no amendment, modification or waiver which increases the Revolving Credit Commitment of any Lender shall be effective without the consent of such Lender; and provided (iii) no amendment, modification or waiver which modifies the rights, duties or obligations of the Agent shall be effective without the consent of the Agent; provided, further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Buckeye Partners L P), Credit Agreement (Buckeye Partners L P), Credit Agreement (Buckeye Partners L P)
Amendments, Etc. No amendment (A) Except as otherwise set forth in this Agreement, no amendment, modification, supplement or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or signed by the Administrative Agent with the consent of the Required Lenders) with a copy (electronic or otherwise) delivered to the Administrative Agent (such delivery to the Administrative Agent not to be a condition to the effectiveness of any such amendment, modification, supplement or waiver) (other than with respect to any amendment, modification, supplement or waiver contemplated in clause (a) (as it relates to extensions only), clause (b), clause (c), clause (h) or clause (j) below, which shall only require the consent of the relevant lenders directly and adversely affected thereby (in the case of clauses (a), (b) and (c)) or the Required Facility Lenders under the applicable Class, as applicable, in the case of clauses (h) and clause (j)) and the Borrower or the applicable Loan Party, as the case may be, and then each such waiver waiver, amendment, modification, supplement or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (it being understood and agreed that, each of the following shall only require the consent of the Required Lenders and not any other Lenders regardless of the provisos below: (i) a waiver of any Default or Event of Default (other than any Default or Event of Default under Section 7.10), (ii) a waiver of the application of the Default Rate or any amendment thereto and (iii) subject to clause (i) of the first proviso below, any change to the definition of “Secured Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal or interest payment or in the component definitions thereof); providedprovided that, howeverno such amendment, that no amendmentmodification, supplement, waiver or consent shallshall (and any such amendment, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)modification, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendmentsupplement, waiver or consent shall, unless in writing and signed by under clauses (a) through (l) below shall not require the consent of the Required Lenders or the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties consent of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.Lenders specified thereunder):
Appears in 3 contracts
Samples: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (y) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 3 contracts
Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.), First Lien Credit Agreement (EWT Holdings I Corp.), Intellectual Property Security Agreement (EWT Holdings I Corp.)
Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Credit Document, nor and no consent to any departure by the Parent Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (other than with respect to any amendment or waiver contemplated in: (x) clauses (a), (b), (c), (j) and (k) below, which shall only require the consent of the Lenders directly and adversely affected thereby and (y) clauses (g), (h) or (i) below (in the case of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable) (or by the Administrative Agent with the consent of the Required Lenders), the Parent Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 3 contracts
Samples: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders each Lender directly affected thereby (other than than, in the case of clause (i) or (v) below, any Lender that is the Borrower or an Affiliate of the BorrowerDefaulting Lender), do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified in Section 3.01, 3.02 or 3.03therein, (bii) increase the Commitment of any Lender or extend the Commitments of the Lenders (other than except pursuant to Section 2.04(c2.06 or 2.07)) or subject the Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, or rate of interest applicable to, the Advances outstanding Loans or any fees or other amounts payable hereunder, (div) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (ev) other than pursuant to Section 2.04(b) change the definition of Required Lenders or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advancesoutstanding Borrowings, or the number or the percentage of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (fvi) amend or waive this Section 8.01 or Section 2.16any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative AgentLC Issuing Bank, as the case may be, shall no longer be a party to under this Agreement and (as so amended y) no amendment, waiver or consent shall, unless in writing and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or signed by the Administrative Agent, as each LC Issuing Bank and the case Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may bebe amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Pacificorp /Or/)
Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Credit Document, nor and no consent to any departure by the Parent Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (other than with respect to any amendment or waiver contemplated in: (x) clauses (a), (b), (c), (j) and (k) below, which shall only require the consent of the Lenders directly and adversely affected thereby and (y) clauses (g), (h) or (i) below (in the case of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable) (or by the Administrative Agent with the consent of the Required Lenders) and the Parent Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 3 contracts
Samples: Assignment and Assumption (Quintiles IMS Holdings, Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.), Assignment and Assumption (Quintiles IMS Holdings, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the BorrowerDesignated Bidders), do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (bii) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (fiii) amend this Section 8.01 8.01; and (b) no amendment, waiver or Section 2.16consent shall, unless in writing and signed by each the Lender directly affected thereby (other than the Designated Bidders), do any of the following: (i) increase the Commitment of such Lender, (ii) reduce the principal of, or rate of interest on, the Revolving Credit Advances or any fees or other amounts payable to such Lender hereunder or (iii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable to such Lender hereunder; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote.
Appears in 3 contracts
Samples: Five Year Credit Agreement (United Parcel Service Inc), Day Credit Agreement (United Parcel Service Inc), Five Year Credit Agreement (United Parcel Service Inc)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 (ii) change the percentage of the Revolving Credit Commitments or 3.03of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationssuch Lenders, (cii) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, hereunder to such Lender (dexcept that the approval of the Required Lenders shall be sufficient to waive Default Interest imposed in accordance with Section 2.07(b)) or (iii) other than pursuant to as provided in Section 2.16 hereof2.19, extend the Commitment of such Lender or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant hereunder to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advancessuch Lender, or extend (or permit the number extension of) the expiration date of Lenders that shall be required for any Letter of Credit to a date later than 10 Business Days prior to the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16Termination Date; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement, and provided further(z) no amendment, that waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAgreement.
Appears in 3 contracts
Samples: Five Year Credit Agreement (Gatx Corp), Credit Agreement (Gatx Corp), Five Year Credit Agreement (Gatx Corp)
Amendments, Etc. No (1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (other than with respect to any amendment or waiver contemplated in clauses (g), (h) or (i) below (in the cause of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible, however, to the extent the final form of such waiver, consent or amendment has been delivered to the Administrative Agent at least one Business Day prior to the proposed effectiveness of the consents by the Lenders party thereto, the Administrative Agent shall acknowledge such waiver, consent or amendment (i) immediately, in the case of any amendment which does not require the consent of any existing Lender under this Agreement or (ii) otherwise, within two hours of the time copies of the Required Lender consents or other applicable Lender consents required by this Section 10.01 have been provided to the Administrative Agent; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 3 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Intercreditor Agreement (Life Time Group Holdings, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers and the Majority Lenders, Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.02, or 3.033.03 (if and to the extent that the Borrowing which is the subject of such waiver would involve an increase in the aggregate outstanding amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (b) increase the Commitments of the Lenders Banks (other than pursuant to Section 2.04(c2.05(c)) or subject the Lenders Banks to any additional obligations, (c) reduce or forgive the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) change the definition of “Majority Banks” or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Banks, which shall be required for the Lenders Banks, or any of them them, to take any action hereunder hereunder, or (f) amend Section 2.13 or this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders Borrowers and the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote.
Appears in 3 contracts
Samples: Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Company and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase or extend the Commitments Commitment of the Lenders (other than pursuant to Section 2.04(c)) a Lender or subject the Lenders a Lender to any additional obligations, (c) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) release the guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision of this Agreement that relates to the pro rata treatment of the Lenders hereunder or (fh) amend this Section 8.01 or Section 2.168.01; and provided furtherprovided, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any Note. If the Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and provided further, that this Agreement may be amended and restated such amendment shall become effective without the any further action or consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a other party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid if the same is not objected to in full all amounts payable hereunder writing by the Required Lenders to such Lender or the Administrative Agent, as the case may beAgent within five Business Days following receipt of notice thereof.
Appears in 3 contracts
Samples: Assignment and Assumption (Pepsico Inc), Credit Agreement (Pepsico Inc), Assignment and Assumption (Pepsico Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders Lenders, change or extend the Termination Date (other than pursuant to except as provided in Section 2.04(c)2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances A Notes, any Applicable Margin or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances A Notes or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesA Notes, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.168.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Lenders making or maintaining such B Advances, do any of the following: (a) waive, modify or eliminate any of the conditions to any B Advance specified in Section 3.03, (b) reduce the principal of, or interest on, any B Note or other amounts payable in respect thereof, (c) postpone any date fixed for any payment of principal of, or interest on, any B Note or any other amounts payable in respect thereof; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote.
Appears in 3 contracts
Samples: Credit Agreement (Commonwealth Edison Co), Credit Agreement (Commonwealth Edison Co), Credit Agreement (Commonwealth Edison Co)
Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Funds and the Majority LendersBanks, or by the Funds and the Administrative Agent acting with the consent of the Majority Banks, and then such waiver any provision of this Agreement may be waived by the Majority Banks or by the Administrative Agent acting with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Banks; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the followingthat: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Banks or by the Administrative Agent acting with the consent of all of the Banks: (i) increase, or extend the term of the Commitments, or extend the time or waive any requirement for the reduction or termination of the conditions specified in Section 3.01, 3.02 or 3.03Commitments, (bii) increase extend the Commitments date fixed for the payment of the Lenders (other than pursuant to Section 2.04(c)) principal of or subject the Lenders to interest on any additional obligationsLoan or any fee hereunder, (ciii) reduce the principal ofamount of any such payment of principal, or (iv) reduce the rate at which interest on, the Advances is payable thereon or any fees or other amounts fee is payable hereunder, (dv) alter the rights or obligations of a Borrower to prepay Loans, (vi) alter the manner in which payments or prepayments of principal interest or other than amounts hereunder shall be applied as between the Banks, (vii) alter the required Asset Coverage as set forth in Section 6.2(d) hereof, (viii) alter the terms of this Section 11.4, (ix) amend Schedule I pursuant to Section 2.16 2.11(a) hereof, postpone or (x) modify the definition of the term "Majority Banks" or modify in any date fixed for any payment of principal of, other manner the number or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, and (b) any modification or supplement of Section 10 hereof, or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreementhereunder, and provided further, that this Agreement may be amended and restated without shall require the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (American Century California Tax Free & Municipal Funds), Credit Agreement (American Century Government Income Trust)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, Agreement shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, or by the Borrower and the Administrative Agent on behalf of the Majority Lenders, and then such no waiver or consent of any provision of this Agreement shall be effective only unless the same shall be in writing and signed by the specific instance and for Administrative Agent with the specific purpose for which givenconsent of the Majority Lenders; provided, however, that no amendment, or waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is or by the Borrower or an Affiliate Administrative Agent with the consent of all the Borrower)Lenders, do any of the following: (a) waive any of increase or extend the conditions specified in Section 3.01, 3.02 or 3.03Commitments (other than as contemplated by Sections 2.18 and 2.19), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Notes or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder, (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees (other than the Administrative Agent’s fee referred to in Section 2.03(c)) or other amounts payable hereunder, (d) change the second sentence of Section 2.13(a), (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Advances which shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, amendment or waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, . This Agreement and provided further, that this Agreement may be amended the agreement referred to in Section 2.03(c) and restated without the consent Notes constitute the entire agreement of any Lender or the Administrative Agent if, upon giving effect parties with respect to such amendment the subject matter hereof and restatement, such Lender 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 or the Administrative Agent, as the case may bethereof.
Appears in 2 contracts
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/), Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor and no consent to any departure by the Borrower any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by (a) the Majority LendersIssuer, (b) the Required Holders or by the Agent with the consent of the Required Holders and (c) with respect to Article XI, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that that, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders shall disproportionally with respect to any additional obligations, Holder (ci) reduce the principal of, or interest on, the Advances Notes payable to any Holder, reduce the amount of any fee payable for the account of any Holder, or any fees postpone or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone extend any date fixed for any payment of principal of, or interest or fees on, the Advances or Notes payable to any fees or other amounts payable hereunderHolder, (eii) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Notes that shall be is required for the Lenders Holders or any of them to take any action hereunder hereunder, (iii) amend the definition of “Required Holders” or “Pro Rata Share”, (iv) amend, modify or waive Section 4.02, this Section 12.02 or Section 12.15 or (fv) amend modify, waive, release or subordinate the first-priority perfected status of the Obligations (except as permitted in this Section 8.01 or Section 2.16; Agreement and provided furtherthe other Note Documents), that in each case without the written consent of any Holder affected thereby. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actionAgent, affect the rights or duties of the Administrative Agent (but not in its capacity as a Holder) under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)
Amendments, Etc. No Subject to Section 2.16, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase or reinstate the Commitments of the Lenders, extend the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances Term Loans or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Term Loans or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesTerm Loans, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.12 or amend or waive Section 2.14 or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Term Loan of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Louisiana, LLC)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 (ii) change the percentage of the Revolving Credit Commitments or 3.03of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) other than as provided in Section 2.18, increase the Commitments of the such Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, hereunder to such Lender or (dii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant hereunder to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16such Lender; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement, and provided further(z) no amendment, that waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAgreement.
Appears in 2 contracts
Samples: Five Year Credit Agreement, Year Credit Agreement (Gatx Financial Corp)
Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Majority Company, the Administrative Agent and the Required Lenders, or by the Company and the Administrative Agent acting with the consent of the Required Lenders, and then such any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; PROVIDED that: (a) no modification, supplement or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and by an instrument signed by all of the Lenders (other than any Lender that is or by the Borrower or an Affiliate Administrative Agent acting with the consent of all of the Borrower)Lenders: (i) increase, do or extend the term of any of the following: Commitments, or extend the time or waive any requirement for the reduction or termination of any of the Commitments, (aii) extend the date fixed for the payment of principal of or interest on any Loan, or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of Section 4.2, 4.7 or 11.9 hereof or this Section 12.5, (vii) modify the definition of the term "Required Lenders", or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (viii) release any Obligor hereunder, or (ix) waive any of the conditions specified precedent set forth in Section 3.01, 3.02 or 3.03, 7.1 hereof; (b) increase any modification or supplement of Section 11 hereof shall require the Commitments consent of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, Administrative Agent; and (c) reduce the principal of, any modification or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to supplement of Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that 6 hereof shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without require the consent of each Subsidiary Guarantor (PROVIDED that any Lender or Subsidiary of the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case Company may be, shall no longer be become a party to this Agreement (as so amended and restated) or have any Commitment or other obligation a "Subsidiary Guarantor" hereunder and shall have been paid as provided in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may beSection 9.13 hereof).
Appears in 2 contracts
Samples: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Amendments, Etc. No Except as provided in Sections 2.15, 2.17, 2.18, and 3.03(b) as in effect on the date hereof, no amendment or waiver of any provision of this any Loan Document (other than the Fee Letter, the Landlord Agreements, the Deposit Account Control Agreements, the Issuer Documents, any Secured Hedge Agreement, nor agreements hereafter executed solely in respect of the Banking Services Obligations and Schedule 6.18), and no 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 in writing executed by (1) in the case of any amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending any existing Lien over additional property or adding additional Subsidiaries of Intermediate Holdings or other pledgors as parties thereto, the Administrative Agent and signed by the Majority applicable Borrower or Loan Party, (2) in the case of any amendment necessary to implement the terms of a Term Loan Increase or a Revolving Commitment Increase in accordance with the terms hereof, the Administrative Agent, the Borrowers and the participating Lenders, and then such waiver or consent shall be effective only (3) in the specific instance and for the specific purpose for which given; provided, however, that no case of any other amendment, waiver consent or consent shallwaiver, unless in writing and signed by all the Required Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment with the consent of the Required Lenders) and restatement, such Lender the applicable Borrower or the Administrative Agentapplicable Loan Party, 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 or acknowledged by the Administrative Agent, as the case may be.provided, that no such amendment, waiver or consent shall:
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (AdaptHealth Corp.), Credit and Guaranty Agreement (AdaptHealth Corp.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Contract Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Contract Notes or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Contract Notes or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesContract Notes, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (f) amend this Section 8.01 or 8.01; provided, further, that in connection with any Auction Borrowing, any waiver of the conditions specified in clause (iii) of Section 2.163.03 relating to the representation set forth in paragraph (A) of Section 3.03 shall be effective if in writing and signed by each Lender that is to make an Auction Advance in connection with such Auction Borrowing; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Documentation Agent (as the case may be), in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Documentation Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, (as the case may be, shall no longer be a party to ) under 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 or the Administrative Agent, as the case may beNote.
Appears in 2 contracts
Samples: Credit Agreement (Peco Energy Co), Revolving Credit Agreement (Peco Energy Co)
Amendments, Etc. No Except as expressly provided in Section 2.19 with respect to any extension of the Expiration Date, no amendment or waiver of any provision of this AgreementAgreement or any other Credit Document, nor consent to any departure by the Borrower any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersIssuing Bank and the Required Lenders (and, in the case of an amendment, RenRe), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than (A) any Lender that is, at such time, an Affected Lender, and (B) in the case of clauses (vi) and (vii) below, any Lender which is the Borrower not and will not be (and is not and will not be owed any obligation which is or an Affiliate of the Borrowerwill be) affected thereby), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.2 or, 3.02 or 3.03in the case of the Restatement Effective Date, Section 3.1, (bii) amend the definition of “Required Lenders” or otherwise change the percentage of (x) the L/C Commitments, (y) the aggregate unpaid principal amount of the Letter of Credit Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) release any Credit Party or otherwise limit such Credit Party’s liability with respect to the Obligations owing to the Agents and the Lenders, (iv) amend Section 2.3(a)(i) (with respect to the requirement of Pro Rata payments to the Issuing Bank and the funding Lenders), Section 2.9, or this Section 9.1, (v) except as provided in Section 2.18, increase the L/C Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (cvi) reduce the principal of, or interest on, the Advances any Reimbursement Obligation or any fees or other amounts payable hereunder, or increase any Lender’s L/C Commitment except as provided in Section 2.18, (dvii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances any Reimbursement Obligation or any fees or other amounts payable hereunder, (eviii) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change limit the percentage liability of any Credit Party under any of the Commitments Credit Documents, or (ix) release any of the Collateral if such release would cause the aggregate unpaid principal amount Collateral Value to be less than the Letter of the Advances, or the number of Lenders Credit Outstandings; provided further that shall be required for the Lenders or any of them to take any action hereunder or (fA) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement, Agreement or the other Credit Documents and provided further, that this Agreement may be amended and restated (B) no amendment shall increase or extend the L/C Commitment of any Affected Lender without the consent approval of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAffected Lender.
Appears in 2 contracts
Samples: Reimbursement Agreement, Reimbursement Agreement (Renaissancere Holdings LTD)
Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document (other than the Loan Documents referred to in clause (ii) and (v) of the definition thereof, which may be amended in accordance with the terms thereof), nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Guaranty and the Collateral Documents, consented to) by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (bii) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the number of Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Loans that shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lenders (other than, in the case of any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (v) amend Section 2.11 or this Section 8.01, (vi) increase the Bridge Loan Commitments of the Lenders, (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.03 or 2.06 or any date fixed for payment of fees or other amounts payable hereunder or (fix) amend this Section 8.01 or Section 2.16limit the liability of any Loan Party under any of the Loan Documents; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLoan Documents.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Building Materials Manufacturing Corp), Bridge Loan Agreement (BMCA Acquisition Sub Inc.)
Amendments, Etc. No amendment or waiver that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.03 (Increased Costs), 4.05 (Funding Losses) and 4.06 (Taxes) (subject to the requirements and limitations therein, including the requirements under Section 4.06(e) (Taxes – Status of Lenders) (it being understood that any provision documentation required under Section 4.06 (Taxes) shall be delivered to such New Lender) to the same extent as if it had acquired its interest by assignment pursuant to paragraph (b) of this AgreementSection 10.04; provided that such Participant (A) agrees to be subject to the provisions of Section 4.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 10.04; and (B) shall not be entitled to receive any greater payment under Sections 4.03 (Increased Costs) or 4.06 (Taxes), nor consent with respect to any departure by participation, than such New Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each New Lender agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower therefromto effectuate the provisions of Section 4.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, shall in any event be effective unless the same each Participant also shall be in writing and signed by entitled to the Majority Lenders, and then benefits of Section 10.14 (Right of Setoff) as though it were such waiver or consent shall be effective only in the specific instance and for the specific purpose for New Lender. Each New Lender which given; provided, however, that no amendment, waiver or consent sells a Participation pursuant to this Section 10.04(d) shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the KEXIM Direct Facility Loans or other obligations under the Financing Documents (the “Participant Register”), do ; provided that such New Lender shall not have any obligation to disclose all or any portion of the following: Participant Register (aincluding the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition Person except to the Lenders required above extent that such disclosure is necessary to take establish that such actioncommitment, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 loan or other obligation hereunder is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such New Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the KEXIM Facility Agent (in its capacity as KEXIM Facility Agent) shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may beno responsibility for maintaining a Participant Register.
Appears in 2 contracts
Samples: Kexim Direct Facility Agreement (Cheniere Energy Partners, L.P.), Kexim Direct Facility Agreement (Cheniere Energy Partners, L.P.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 or 3.033.01 hereof, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.04(c)) any Bank or subject the Lenders any Bank to any additional obligations, (ciii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder or under any other Loan Document, (div) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunderhereunder or under any other Loan Document, (ev) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Advances, or the number of Lenders Banks, that shall be required for the Lenders Banks or any of them to take any action hereunder hereunder, (vi) amend or waive the provisions for the sharing of payments among the Banks as set forth in Section 2.13 or (fvii) amend the definition of Majority Banks or this Section 8.01 or Section 2.168.01; and provided provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 and each other Loan Document to such Lender Bank or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Uil Holdings Corp), Credit Agreement (Uil Holdings Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor or consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to (in writing) by the Majority LendersRequired Lenders and, in the case of amendments, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, Article 4; (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, ; (c) release any Collateral, except in accordance with the terms of the Credit Documents; (d) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, ; (de) other than pursuant to Section 2.16 hereof, postpone any date fixed for any (i) payment of principal of, or interest on, the Advances Advances, (ii) reimbursement of drawings under Letters of Credit or any (iii) payment of fees or other amounts payable hereunder, ; (ef) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesObligations outstanding, or the number of Lenders that shall be Lenders, required for the Lenders or any of them to take any action hereunder hereunder; or (fg) amend this Section 8.01 or Section 2.169.1; and provided furtherfurther provided, however, that no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beCredit Document.
Appears in 2 contracts
Samples: Revolving Credit Agreement (THQ Inc), Revolving Credit Agreement (THQ Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower or any Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersAdministrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified Banks in excess of $750,000,000 (except in accordance with the provisions of Section 3.01, 3.02 or 3.031.06), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunderhereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any scheduled payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunderhereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date (except in accordance with the provisions of Section 1.07), (ed) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Credit Document, (e) amend this Section 11.01, (f) amend this Section 8.01 the definition of “Required Lenders”, (g) amend the definition of “Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or Section 2.16any of the Environmental Indemnities; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actioncan, affect the rights or duties if no Default then exists, release any Subsidiary of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without Borrower in accordance with the consent provisions of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restatedSections 5.09(b) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.11.23,
Appears in 2 contracts
Samples: Senior Unsecured Credit Agreement (LaSalle Hotel Properties), Senior Unsecured Credit Agreement (LaSalle Hotel Properties)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.168.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement; and provided, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Jersey Central Power & Light Co), Year Credit Agreement (Jersey Central Power & Light Co)
Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document (other than the Loan Documents referred to in clause (v), (vi), (vii), (viii) and (ix) of the definition thereof which may be amended by agreement of the parties thereto), nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Guaranty or Collateral Documents, consented to) by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Super Majority Lenders (other than any Lender Party that is is, at such time, a Defaulting Lender) amend or otherwise modify the Borrower definition of “Loan Value” or an Affiliate any component thereof (including any advance rates included in such definition) so as to increase the aggregate Loan Value of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Eligible Collateral or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment component of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16such Loan Value; and provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Administrative Lender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or 3.02 (in the case of the initial extension of credit), (ii) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Agents and the Lender Parties (other than, in the case of any Guarantor, to the extent permitted under the Guaranty), (iv) release all or substantially all of the Collateral in any transaction or series of related transactions, (v) amend Section 2.13 or this Section 8.01, (vi) increase the Commitments of the Lenders (except in accordance with the provisions of Section 2.17), (vii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (viii) postpone any date scheduled for any payment of principal of, or interest on, the Notes pursuant to Section 2.04 or 2.07 or any date fixed for payment of fees or other amounts payable hereunder, or (ix) limit the liability of any Loan Party under any of the Loan Documents; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Bank, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLoan Documents.
Appears in 2 contracts
Samples: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document (i) to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (ii) to make any change that would provide any additional rights or benefits to the Agents or the Lenders, and (iii) to the extent necessary, in the reasonable judgment of the Administrative Agent, to give effect to the inclusion of additional currencies other than Dollars, (x) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify (I) any provision that affects solely the Revolving Credit Facility and (II) the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders, (y) only the consent of the Borrower and the Required Delayed Draw Term Lenders shall be necessary to amend, waive or modify (I) any provision that affects solely the Delayed Draw Term Facility and (II) the terms and provisions of Section 4.02 (with respect to Borrowings of the Delayed Draw Term Loans), and no such amendment, waiver or modification shall become effective without the consent of the Required Delayed Draw Term Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 2 contracts
Samples: First Lien Credit Agreement (TGPX Holdings I LLC), First Lien Credit Agreement (TGPX Holdings I LLC)
Amendments, Etc. No amendment failure or delay on the part of the --------------- Administrative Agent or any Transferee in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended if, but only if, such amendment is in writing and restated without is signed by the Transferor, the Collection Agent, the Administrative Agent and the Required Transferees and, if such amendment is material, the Rating Agencies, to the extent required by the terms and provisions of the commercial paper program of PARCO, have provided written confirmation that such amendment will not result in a reduction or withdrawal of the rating of the Commercial Paper; provided that -------- the consent of all of the Transferees hereto shall be required for any Lender amendment, modification or supplement relating to (i) the Administrative Agent ifdefinitions of "Eligible Receivables," "Facility Termination Date," "Required Transferees," "Required Balance," "Discount" and "Applicable Percentage" and any defined terms incorporated therein, upon giving effect to such amendment and restatement, such Lender (ii) the reduction or postponement of the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have time for payment of any Commitment fee or other obligation hereunder and shall have been paid in full all amounts amount payable hereunder to or on behalf of such Lender Transferees or the Administrative Agent, as the case may be(iii) this Section 5.01.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc), Receivables Transfer Agreement (Ios Capital Inc)
Amendments, Etc. No (a) Except as provided in Section 2.20, no amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.033.01 without the written consent of all Lenders, (b) increase or extend the Commitments Commitment(s) of any Lender without the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationswritten consent of such Lender, (c) reduce the principal of, or rate of interest on, the any Advances or any fees or other amounts payable hereunderhereunder (other than as a result of an amendment pursuant to Section 2.20) without the written consent of all Lenders directly affected thereby, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the any Advances or any fees or other amounts payable hereunderhereunder without the written consent of all Lenders directly affected thereby, (e) other than pursuant to Section 2.04(b) change the definition of “Required Lenders”, or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder without the written consent of all Lenders or (f) amend this Section 8.01 or Section 2.16without the written consent of all Lenders; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationsLenders, (c) reduce the principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) release any material portion of any collateral held to secure the obligations of the Borrower under this Agreement and the Notes, (g) amend or waive any of the provisions specified in Sections 5.03(b)(i) or (fii) or Sections 5.03(d)(ii) or (iii), or (h) amend this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender Note or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLoan Document.
Appears in 2 contracts
Samples: Credit Agreement (Greater Bay Bancorp), Credit Agreement (Greater Bay Bancorp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Instruments, or any other Credit Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of and the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject extend the Lenders to any additional obligationsAvailability Period or the commitment termination date of the Lenders, (c) reduce the principal of, or interest on, the Advances Loans, the rate of interest applicable to any Loan or any fees or other amounts payable hereunderhereunder or under any other Credit Document, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder or under any other Credit Document, (f) amend Section 2.02(d), 2.04, 2.07(c) or 2.12 or this Section 8.01 9.01, (g) release the Borrower from its obligations under any Credit Document to which it is a party, except pursuant to the terms of the applicable Credit Document, (h) alter the manner in which payments or Section 2.16prepayments of principal, interest or other amounts hereunder shall be applied as among Lenders or (i) amend the definition of “Majority Lenders”; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beCredit Document.
Appears in 2 contracts
Samples: Credit Agreement (Corpbanca/Fi), Credit Agreement (Corpbanca/Fi)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, in the case of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.04(c)) any Lender or subject the Lenders any Lender to any additional obligations, (ciii) reduce reduce, or waive the payment of, the principal of, or interest on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (div) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (ev) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder under this Agreement, or (fvi) amend amend, waive, or in any way modify or suspend any provision requiring the pro rata application of payments or of this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any amount payable to such Lender; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the such Administrative Agent under this Agreement, Agreement and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender or Lender, the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this AgreementAgreement other than Section 2.02 (b)(ii) or with respect to Section 9.11(i) (in each case, with respect to fees solely for the Agent's account), or of any Loan Document nor consent to any departure by the Borrower therefrom, therefrom shall in any event be effective unless the same shall be in a written notice given to the Borrower by the Agent, and consented to in writing and signed by the Majority LendersBanks and the Agent shall give any such notice if the Majority Banks so consent or direct the Agent to do so; provided, however, that any such amendment, modification, termination, waiver or consent shall require a written notice given to the Borrower by the Agent and then consented to in writing by all of the Banks if the effect thereof is to (i) change any of the provisions affecting any of the interest rates on the Revolving Credit Loans or the fees set forth in Section 2.02 (b) (i), (ii) and (iii) so as to effect any reduction in such rates or fees, (ii) other than any waiver or amendment of any Commitment reduction required under Section 2.09(b), extend or modify the Commitment, (iii) change any Bank's Pro Rata Share of the Commitment or the Loans (except as otherwise set forth in Section 9.11), (iv) modify this Section 9.06 or the first sentence of Section 9.10, (v) change the definition of Majority Banks, (vi) reduce the amount of principal due hereunder, (vii) other than any waiver or amendment of any prepayment required under Section 2.09(b), extend any due date for payment of principal, interest or fees, (viii) release any of the Guarantors from its obligations under its Subsidiary Guaranty, (ix) release all or any substantial portion of the Collateral at any time at which the Collateral Requirement exists, (x) amend, modify or waive Section 5.01(q) so as to (A) extend the date for compliance therewith or (B) exclude any substantial portion of the assets of the Loan Parties (other than the Excluded Assets) from the Collateral or (xi) amend, modify or waive any provision of Section 2.16 in a manner that would alter the pro rata sharing or allocation to the Banks of all payments hereunder; and provided further that no amendment, modification, termination, waiver or consent shall amend, modify or otherwise affect the rights or duties of the Agent or any Issuing Bank without the prior written consent of the Agent or such Issuing Bank, as the case may be. Any amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. The Agent acting alone shall have the right to consent to any amendment of Section 2.02(b)(ii) or 9.11(i) with respect to fees solely for the Agent's account. Any amendment or modification of this Agreement must be signed by the Borrower, howeverthe Agent and, except in the case of amendment of Section 2.02(b)(ii) or 9.11 (i) with respect to fees solely for the Agent's account, at least all of the Banks consenting thereto who shall then hold the Pro Rata Shares of the Loans required for such amendment or modification under this 0 and the Agent shall sign any such amendment if such Banks so consent or direct the Agent to do so, provided that no any Bank dissenting therefrom shall be given an opportunity to sign any such amendment or modification. No notice to 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. In the event that the Borrower wishes any such amendment, modification, termination, waiver or consent shallconsent, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of shall notify the Borrower), do any of Agent thereof and the following: Agent shall within five (a5) waive any of Business Days following such notice notify the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beBanks thereof.
Appears in 2 contracts
Samples: Loan Agreement (Wellman Inc), Loan Agreement (Wellman Inc)
Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Funds and the Majority LendersBanks, or by the Funds and the Administrative Agent acting with the consent of the Majority Banks, and then such waiver any provision of this Agreement may be waived by the Majority Banks or by the Administrative Agent acting with the consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Majority Banks; PROVIDED, do any of the followingthat: (a) no modification, supplement or waiver shall, unless by an instrument signed by all of the Banks or by the Administrative Agent acting with the consent of all the Banks: (i) increase, or extend the term of the Commitments, or extend the time or waive any requirement for the reduction or termination of the conditions specified in Section 3.01, 3.02 or 3.03Commitments, (bii) increase extend the Commitments date fixed for the payment of the Lenders (other than pursuant to Section 2.04(c)) principal of or subject the Lenders to interest on any additional obligationsLoan or any fee hereunder, (ciii) reduce the principal ofamount of any such payment of principal, or (iv) reduce the rate at which interest on, the Advances is payable thereon or any fees or other amounts fee is payable hereunder, (dv) other than pursuant alter the rights or obligations of a Borrower to Section 2.16 hereofprepay Loans, postpone any date fixed for any payment (vi) alter the manner in which payments or prepayments of principal of, or interest on, the Advances or any fees or other amounts payable hereunderhereunder shall be applied as between the Banks, (evii) other than alter the required Asset Coverage as set forth in SECTION 6.2(D) hereof, (viii) alter the terms of this SECTION 11.4, (ix) amend SCHEDULE I pursuant to Section 2.04(bSECTION 2.11(A) or Section 2.16 hereof, change or (x) modify the definition of the term "Majority Banks" or modify in any other manner the number or percentage of the Commitments Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, and (b) any modification or supplement of SECTION 10 hereof, or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreementhereunder, and provided further, that this Agreement may be amended and restated without shall require the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (American Century Target Maturities Trust), Credit Agreement (American Century California Tax Free & Municipal Funds)
Amendments, Etc. (1) No modification, amendment or waiver of any provision of this AgreementAgreement or the other Loan Documents, nor and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver such modification or amendment shall without the written consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: Bank affected thereby (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (bx) increase the Commitments Commitment of a Bank (it being understood that a waiver of an Event of Default shall not constitute an increase in the Lenders Commitment of a Bank), or (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (cy) reduce the principal ofamount of any Loan or the rate of interest payable thereon, or extend any date for the payment of interest onhereunder or reduce any Fees payable hereunder or extend the final maturity of the Borrower's obligations hereunder; and, provided, further, that no such modification or amendment shall without the Advances written consent of (A) all of the Banks (i) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Banks, (ii) amend this Section 10.10 or the definition of Required Banks, (iii) amend or modify the Super-Priority Claim status of the Banks contemplated by Section 2.23 or (iv) release all or any fees or other amounts payable hereunder, substantial portion of the Liens granted to the Agent hereunder (d) other than pursuant to Section 2.16 hereofin connection with dispositions permitted hereunder), postpone under the Orders or under any date fixed for any payment of principal ofother Loan Document, or interest on, the Advances release any Guarantor; or any fees or other amounts payable hereunder, (eB) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or Banks holding Loans representing at least 66-2/3% of the aggregate unpaid principal amount of the AdvancesLoans outstanding, or if no Loans are outstanding, Banks having Commitments representing at least 66-2/3% of the number Total Commitment (i) amend any of Lenders that the advance rates set forth in the definition of the term "Borrowing Base" or (ii) increase the maximum principal amounts of extensions of credit permitted prior to the entry of the Final Order by Section 4.01(b)(i) or 4.02(d), or otherwise modify, waive or amend the conditions precedent set forth therein. No such amendment or modification may adversely affect the rights and obligations of the Agent or any Fronting Bank hereunder or any Bank in the capacity referred to in Section 6.03(vii) without its prior written consent. No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.03(b) shall be required for bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Bank shall bind any Person subsequently acquiring an interest on the Lenders Loans held by such Bank. No amendment to this Agreement shall be effective against the Borrower or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, Guarantor unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take Borrower or such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative AgentGuarantor, as the case may be.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Genesis Health Ventures Inc /Pa), Revolving Credit and Guaranty Agreement (Multicare Companies Inc)
Amendments, Etc. No Except as provided in clauses (c) and (d) below, no amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 (ii) change the percentage of the Commitments or 3.03of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (iii) release the Parent from its obligations under Article VII (other than as provided in Section 7.07), or (iv) amend this Section 9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (i) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationssuch Lender, (cii) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, to such Lender or (diii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable to such Lender hereunder, ; (ec) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Required Term Lenders, waive any of the conditions specified in Section 3.02; and (d) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Lenders, waive any of the conditions specified in Section 3.03 or Section 3.04; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and, (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the any Borrower or Mondelēz therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and Mondelēz, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)including Defaulting Lenders) affected thereby and Mondelēz, do any of the following: (a) waive any of the conditions specified in Sections 3.01, 3.02, 3.03 or 3.05 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02 3.02, 3.03 or 3.033.05 unless the amendment or waiver so provides), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Pro Rata Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Pro Rata Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including any such change to the definition of “Required Lenders”), (f) release Mondelēz from any of its obligations under Article VIII, (g) change Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby or (fh) amend this Section 8.01 or 9.01; provided further that no waiver of the conditions specified in Section 2.163.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, Agreement and provided further, that (y) this Agreement may be amended and restated without with the written consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beMondelēz.
Appears in 2 contracts
Samples: Day Revolving Credit Agreement (Mondelez International, Inc.), Day Revolving Credit Agreement (Mondelez International, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)each affected Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to in accordance with Section 2.04(c)) or subject the Lenders to any additional obligations2.18, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder or hereunder, (f) reduce, subordinate or limit the obligations of the Guarantor under Section 7.01, (g) amend this Section 8.01 9.01 or Section 2.16(h) amend or waive any provision of this Agreement in any manner that would adversely affect such Lender’s right to receive its ratable share of any payment made or proceeds distributed to which it is entitled under the Loan Documents; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Year Credit Agreement (Lubrizol Corp), Year Credit Agreement (Lubrizol Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and the Company and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase change the Commitments Commitment of the Lenders any Lender or subject any Lender to any additional obligations (other than pursuant to Section 2.04(c2.04 or 2.16)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts amount payable hereunder, (d) postpone any date fixed by this Agreement for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any fees hereunder (other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder2.16), (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under this Agreement, (f) amend change Section 2.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, and (g) amend, waive, or in any way modify or suspend any provision of this Section 8.01 or clause (ii) of Section 2.168.18; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement and (ii) Section 8.07(i) may not be amended, and provided further, that this Agreement may be amended and restated waived or otherwise modified without the consent of each Granting Lender all or any Lender or part of whose Advances are being funded by a special purpose funding vehicle (an “SPC”) at the Administrative Agent iftime of such amendment, upon giving effect to such amendment and restatement, such Lender 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 waiver or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may bemodification.
Appears in 2 contracts
Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Amendments, Etc. No Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c2.05(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, hereunder (e) other than pursuant to Section 2.04(b2.18), (e) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender Lender, such LC Issuing 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 or under any Letter of Credit or Green Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Aes Corp), Credit Agreement (Aes Corp)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by the Requisite Lenders, waive any of the conditions specified in Section 3.01 or 3.02, (b) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender Party that is the Borrower or an Affiliate of the Borroweris, at such time, a Defaulting Lender), do any of the followingfollowing at any time: (ai) waive any change the number of the conditions specified in Section 3.01, 3.02 Lenders or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of (x) the Commitments or of (y) the aggregate unpaid principal amount of the AdvancesAdvances that, or the number of Lenders that in each case, shall be required for the Lenders or any of them to take any action hereunder hereunder, (ii) reduce or limit the obligations of the Guarantor under Section 1 of the Guaranty or otherwise limit the Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties, except as expressly permitted therein, or (fiii) amend this Section 8.01 and (c) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that has a Commitment or an Advance outstanding under the Facility if affected by such amendment, waiver or consent, (i) increase the Commitment of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Note held by such Lender or any fees or other amounts payable hereunder to such Lender, or (iii) postpone any date fixed under Section 2.162.03 for any payment of principal of or fixed under Section 2.05 or 2.06 for any payment of any interest on, the Note held by such Lender or fixed under Section 2.07 for payment of any fees payable hereunder to such Lender; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Sodexho Mariott Services Inc), Credit Agreement (Sodexho Alliance S A)
Amendments, Etc. No Subject to Section 2.16(a)(i) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.01, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and the Borrower (and acknowledged by the Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby (other than than, in the case of clause (a), (f) or (g)(ii) below, any Lender that is the Borrower or an Affiliate of the BorrowerDefaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (ef) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, Advances or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (fg) waive or amend (i) this Section 8.01 8.01, (ii) the definition of “Majority Lenders” or (iii) the proviso contained in Section 2.168.07; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or Section 2.16; (ii) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (iii) this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender to the extent necessary (1) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as reasonably determined by the Administrative Agent) or (2) to make administrative changes of a 63 technical or immaterial nature; provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender and (y) 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 Majority Lenders stating that the Majority Lenders object to such amendment.
Appears in 2 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Advances, any Applicable Margin or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (f) amend this Section 8.01 8.01, or Section 2.16(g) release any collateral for the obligations of the Borrower hereunder; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any Note; and provided, and provided further, further that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Amendments, Etc. No amendment or waiver of any provision of --------------- this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersIssuing Bank and the Required Banks (and, in the case of an amendment, the Parent), and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in -------- ------- writing and signed by all of the Lenders Banks (other than (A) any Lender Bank that is, at such time, a Defaulting Bank, (B) in the case of clause (v) below, any Bank which is not a Commitment Bank and which is not affected by such amendment, waiver or consent and (C) in the Borrower case of clauses (ii), (iii), (vi) and (vii) below, any Bank which is not and will not be (and is not and will not be owed any obligation which is or an Affiliate of the Borrowerwill be) affected thereby), do any of the followingfollowing at any time: (ai) waive any of the conditions specified in Section 3.013.01 or, 3.02 or 3.03in the case of the Effective Date, Section 3.02, (bii) change the number of Banks or the percentage of (x) the LC Commitment Amounts, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Banks or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Account Party under Section 7.01 or release such Account Party or otherwise limit such Account Party's liability with respect to the Obligations owing to the Agents and the Banks, (iv) amend this Section 9.01, (v) increase the Commitments LC Commitment Amounts of the Lenders (other than pursuant to Section 2.04(c)) Banks, extend the then applicable Expiration Date or subject the Lenders Banks to any additional obligations, (cvi) reduce the principal of, or interest on, the Advances any reimbursement obligation or any fees or other amounts payable hereunder, or increase any Bank's LC Commitment Amount, (dvii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances any reimbursement obligation or any fees or other amounts payable hereunder, (eviii) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change limit the percentage liability of any Loan Party under any of the Commitments Loan Documents, or (ix) release any of the Collateral if such release would cause the aggregate unpaid principal amount Collateral Value to be less than the Letter of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16Credit Outstandings; and provided further, further that no amendment, waiver or consent shall, -------- ------- unless in writing and signed by the Administrative an Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative such Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLoan Documents.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, Article III except as otherwise provided therein; (b) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, ; (c) reduce the principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, ; (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, ; (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments Commitment or of the aggregate unpaid principal amount of the AdvancesNotes, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder; (f) other than releases of Guaranties or Collateral otherwise permitted hereby or by the other Loan Documents, release or impair any of the Guaranties or any of the Collateral having a Fair Market Value of $500,000 or more except as shall otherwise be provided in the Collateral Documents; or (fg) amend this Section 8.01 or Section 2.1610.1; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the Documentation Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Documentation Agent or the Collateral Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLoan Documents.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower Paxar therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the BorrowerDesignated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Notes (other than Competitive Bid Notes) or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes (other than Competitive Bid Notes) or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes (other than Competitive Bid Notes), or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of Paxar under Section 8.01 or otherwise limit the Obligations of any Loan Party owing to any Lender Party or the Administrative Agent under the Loan Documents, (g) reduce or limit the obligations of Paxar under Article VIII or reduce or limit the obligations of any Subsidiary Guarantor under the Subsidiary Guaranty or release Paxar or any Subsidiary Guarantor from its respective obligations under Article VIII or the Subsidiary Guaranty, as the case may be, or limit Paxar's or any Subsidiary Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the other Lender Parties or (fh) amend this Section 8.01 or Section 2.169.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any Note; provided further that no amendment, waiver or consent shall, unless in writing and provided further, that this Agreement may be amended and restated without signed by the consent of any Lender Swing Line Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative AgentIssuing Bank, as the case may be, shall no longer be a party in addition to this Agreement (as so amended and restated) the Lenders required above to take such action, affect the rights or have any Commitment obligations of the Swing Line Bank or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or of the Administrative AgentIssuing Bank, as the case may be, under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Amendments, Etc. No 91 Subject to Section 2.21(b) and except as otherwise expressly provided in Section 2.23, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby (other than than, in the case of clause (a), (f) or (g)(ii) below, any Lender that is the Borrower or an Affiliate of the BorrowerDefaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (ef) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, the aggregate undrawn amount of outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (g) waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender or (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (f) amend including, without limitations, Indebtedness issued under this Section 8.01 or Section 2.16Agreement); and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender Lender, any Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender Lender, such Fronting 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 (including, without limitation, any obligation to make payment on account of a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender Lender, such Fronting Bank or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the extent necessary (a) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender or any Fronting Bank and (y) the Lenders and the Fronting Banks 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 and the Fronting Banks, a written notice from the Majority Lenders or any Fronting Bank stating that the Majority Lenders or such Fronting Bank, as the case may be, object to such amendment.
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, in the case of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.04(c)) any Lender or subject the Lenders any Lender to any additional obligations, (ciii) reduce reduce, or waive the payment of, the principal of, or interest on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (div) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (ev) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder under this Agreement, or (fvi) amend amend, waive, or in any way modify or suspend any provision requiring the pro rata application of payments or of this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any amount payable to such Lender, other than any such amount payable to the Lenders ratably; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the such Administrative Agent under this Agreement, Agreement and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 1 contract
Amendments, Etc. No amendment of any provision of this Agreement, the Notes or any other Loan Document shall be effective unless it is in writing and signed by the Credit Parties who are a party thereto and the Required Lenders, and no waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by any Credit Party therefrom (notwithstanding anything in any Loan Document to the Borrower therefromcontrary), shall in any event THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 73 81 be effective unless the same shall be it is in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)and each applicable Credit Party, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, ; (cb) reduce the principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, ; (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, ; (d) waive any of the conditions specified in Article V; (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, Notes or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder or under this Agreement; (f) amend change any provision contained in this Section 8.01 10.02; or (g) release any Collateral (other than in accordance with Section 2.16; and provided further7.02(d)). Notwithstanding anything to the contrary contained in this Section, that no amendment, waiver or consent shall, unless in writing and signed by shall be made with respect to Article IX hereof without the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties prior written consent of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Coho Energy Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, in the case of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (bii) increase the Commitments Commitment of the Lenders (other than pursuant to Section 2.04(c)) any Lender or subject the Lenders any Lender to any additional obligations, (ciii) reduce reduce, or waive the payment of, the principal of, or interest on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (div) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable to the Lenders ratably hereunder, (ev) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder under this Agreement, or (fvi) amend amend, waive, or in any way modify or suspend any provision requiring the pro rata application of payments or of this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, reduce, waive or postpone the date of payment of any amount payable to such Lender, other than any such amount payable to the Lenders ratably; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of the such Administrative Agent under this Agreement, Agreement and provided further, that (B) this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender Lender, such LC Issuing 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 or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 1 contract
Amendments, Etc. No amendment or waiver (a) Subject to the definition of “Euro Swing Line Commitment,” the definition of “Euro Swing Line Lender,” the definition of “L/C Commitment,” the definition of “L/C Issuer,” the definition of “U.S. Swing Line Commitment,” the definition of “U.S. Swing Line Lender,” Section 1.10, the last sentence of Section 2.03(p), the last sentence of Section 2.04(g)(i), the last sentence of Section 2.04(g)(ii), Section 2.14(c), Section 2.15(d), Section 2.18(e), Section 3.03(b), Section 3.03(c), the last sentence of Section 9.06(d), Section 11.01(b), and the last sentence of Section 11.06(f), neither this Agreement nor any other Loan Document, nor any provision of this Agreementhereof or thereof, nor consent may be waived, amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Borrower therefrom, shall in any event be effective unless Borrowers and the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in acknowledged by the specific instance and for the specific purpose for which givenAdministrative Agent; provided, howeverthat, that no amendment, waiver such agreement shall: (i) extend or consent shall, unless in writing and signed by all increase the Lenders (other than Commitment of any Lender that is the Borrower (or an Affiliate of the Borrower), do reinstate any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than Commitment terminated pursuant to Section 2.04(c)8.01) or subject without the Lenders to any additional obligations, written consent of such Lender; (cii) reduce the principal ofamount of any Loan or L/C Obligation or reduce the rate of interest thereon, or, subject to Section 11.01(b)(iii), reduce any fees payable hereunder, without the written consent of each Lender affected thereby; provided, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (iii) postpone the date of any scheduled payment of the principal amount of any Loan or L/C Obligation, or any interest onthereon, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal or reduce the amount of, waive or interest onexcuse any such payment, or postpone the Advances scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby; (iv) change Section 2.13, change Section 8.02, or change any other provision of any Loan Document in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender; (v) release the Company from its obligations hereunder, or limit the liability of the Company under Article X, without the written consent of each Lender; (vi) change any of the provisions of this Section 11.01(a) or the definition of “Required Lenders” or any fees other provision hereof specifying the number or other amounts payable percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or (evii) other than pursuant to amend Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, 1.09 or the number definition of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated “Alternative Currency,” without the written consent of any each Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beaffected thereby.
Appears in 1 contract
Samples: Credit Agreement (ITT Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 4.01 or 3.034.02, (b) increase the Commitments of the Lenders (reduce any fees or other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationsamounts payable hereunder, (c) reduce the principal of, or interest on, the Advances or postpone any date fixed for any payment of any fees or other amounts payable hereunder, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (e) release the Guaranty set forth in Article X (Guaranty) or (f) amend this Section 9.01 or any other than pursuant Section of this Agreement, the effect of which amendment is to Section 2.16 hereofalter the pro rata sharing of payments or pro rata funding required thereby; and provided further that (1) no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent, and any Issuing Bank or the Swing Loan Lender, as the case may be, under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, such Issuing Bank or the Swing Loan Lender, as the case may be, in addition to the Lenders required above to take such action, (2) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall reduce the principal of, or interest on, the Revolving Loans or Notes or postpone any date fixed for any payment of principal of, or interest on, the Advances Revolving Loans or any fees or other amounts payable hereunderNotes, unless in each case signed by all of the Lenders, (e3) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shallshall reduce the principal of, or interest on, the Swing Loans or postpone any date fixed for any payment of principal of, or interest on, the Swing Loans, unless in writing and each case signed by all of the Administrative Agent affected Swing Loan Lenders, (4) no amendment, waiver or consent shall reduce the principal of, or interest on, the Letter of Credit Loans or postpone any date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in addition each case signed by each affected Lender, (5) subject to the Lenders required above to take such actionprovisions of Sections 2.06 and 2.15, affect no amendment, waiver or consent shall extend the rights or duties Termination Date of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without Commitment or increase the consent Commitment of any Lender or subject any Lender to any additional obligations, unless signed by such Lender and (6) no amendment, waiver or consent shall be made to Section 2.04, unless signed by each Lender affected by such amendment, waiver or consent. Anything herein to the Administrative Agent ifcontrary notwithstanding, upon giving effect during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Defaulting Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such amendment and restatementDefaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender 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 of any Commitment or other obligation hereunder and shall have been paid in full all amounts fee payable hereunder to such Defaulting Lender hereunder, or alter the Administrative Agentterms of this proviso, as will require the case may beconsent of such Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Company or any other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Non-Defaulting Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.03Section 3.02, (b) increase the Revolving Credit Commitments of the Lenders (other than pursuant to in accordance with Section 2.04(c)) or subject the Lenders to any additional obligations2.18, (c) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of the Company under Section 7.01 or release or otherwise limit the Company’s liability with respect to its obligations under Article VII or (g) amend the definition of “Required Lenders” or this Section 9.01; provided further that any amendment, waiver or consent requiring the consent of all Non-Defaulting Lenders under clauses (b), (c), (d) or (f) amend of the preceding proviso that by its terms adversely affects any Defaulting Lender disproportionately as compared to other affected Lenders shall require the consent of such Defaulting Lender and any such amendment, waiver or consent that would alter the terms of this Section 8.01 or Section 2.16proviso will require the consent of such Defaulting Lender; and provided further, still further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note, (ii) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and provided furthersigned by each affected Issuing Bank in addition to the Lenders required above to take such action, that adversely affect the rights or obligations of an Issuing Bank in its capacity as such under this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAgreement.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower Paxar therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the BorrowerDesignated Bidders), do any of the following: (a) waive any of the conditions specified 66 61 in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Notes (other than Competitive Bid Notes) or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes (other than Competitive Bid Notes) or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes (other than Competitive Bid Notes), or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of Paxar under Section 8.01 or otherwise limit the Obligations of any Loan Party owing to any Lender Party or the Administrative Agent under the Loan Documents, (g) reduce or limit the obligations of Paxar under Article VIII or reduce or limit the obligations of any Subsidiary Guarantor under the Subsidiary Guaranty or release Paxar or any Subsidiary Guarantor from its respective obligations under Article VIII or the Subsidiary Guaranty, as the case may be, or limit Paxar's or any Subsidiary Guarantor's liability with respect to the Obligations owing to the Administrative Agent and the other Lender Parties or (fh) amend this Section 8.01 or Section 2.169.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any Note; provided further that no amendment, waiver or consent shall, unless in writing and provided further, that this Agreement may be amended and restated without signed by the consent of any Lender Swing Line Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative AgentIssuing Bank, as the case may be, shall no longer be a party in addition to this Agreement (as so amended and restated) the Lenders required above to take such action, affect the rights or have any Commitment obligations of the Swing Line Bank or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or of the Administrative AgentIssuing Bank, as the case may be, under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Amendments, Etc. No amendment The Issuer will not (a) amend, assign, vary or waive, or consent to the amendment, assignment, variation or waiver of, or fail to enforce any terms of any provision of, or grant any accommodation with respect to, the Project Agreements, (b) release, surrender, cancel or terminate any rights or obligations under, or discharge any obligations (other than by performance) of, any of this Agreementthe Project Agreements, nor consent or (c) without limiting the foregoing, agree to any departure by the Borrower therefromreduction in, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only change in the specific instance and for manner (including timing) in which, either any amounts are payable to the specific purpose for which givenIssuer under or with respect to any of the Project Agreements; provided, however, that (I) the terms of this Section 10.10 shall not be deemed to prohibit an amendment of the Facility Lease Agreements (W) to increase rent payable by MGE thereunder, or (X) in connection with the financing and construction of Improvements (as defined in the Facility Lease Agreements), and (II) so long as no amendmentDefault or Event of Default has occurred and exists, waiver the Issuer may amend or vary the term of a Project Agreement if the effect of such amendment or variance (independently or together with all related amendments or variances) clearly does not involve an amount in excess of $5,000,000 and, in any event with respect to clauses (I) and (II) above, such amendment or variance could not reasonably be expected to result in a violation of any other provision of any Financing Document or in any Material Adverse Effect. Without limiting the foregoing, the Issuer shall not, without the prior written consent shallof the Majority Holders, unless in writing and signed by all (1) elect to cancel or terminate the Lenders Facility Lease Agreements, (2) permit MGE to cancel or terminate the Facility Lease Agreements (other than any Lender that is the Borrower or an Affiliate upon purchase of the Borrowerapplicable Facility in accordance with the terms of Section 8.3 thereof), do (3) agree to any reduction in, or change in the manner (including timing) in which, either any amounts are payable to the Issuer under or with respect to the Facility Lease Agreements, (4) exercise any rights under Article 15 of the following: Facility Lease Agreements, (a5) waive consent or otherwise agree to any assignment, transfer or novation of any party’s rights or obligations under any Project Agreement, or (6) consent or otherwise agree to any sublease of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beFacility Lease Agreements.
Appears in 1 contract
Amendments, Etc. No amendment to or waiver of any --------------- provision of this Agreement, Agreement nor consent to any departure by the Borrower therefromTransferor, shall in any event be effective unless the same shall be in writing and signed by (i) the Majority LendersTransferor, the Agent and the Required Transferees (with respect to an amendment) or (ii) the Agent and the Required Transferees (with respect to a waiver or consent by them) or the Transferor (with respect to a waiver or consent by it), as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification or waiver (i) -------- ------- shall affect the rights or duties of the Servicer hereunder without the prior written consent of the Servicer or (ii) shall, unless in writing and signed by all without the Lenders prior written consent of each Transferee (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (cA) reduce the principal of, or interest Interest on, the Advances or any fees or other amounts payable hereunder, (dB) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest Interest on, the Advances or any fees or other amounts payable hereunder, (eC) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Transferees, which shall be required for the Lenders Transferees or any of them to take any action hereunder hereunder, (D) amend or modify the calculation of the Required Loss Reserve Percentage, (E) release the Parent from any of its obligations under the Performance Guaranty or (fF) amend this Section 8.01 or Section 2.16; 10.01. This Agreement contains a final and provided further, that no amendment, waiver or consent shall, unless in writing and signed complete integration of all prior expressions by the Administrative Agent in addition parties hereto with respect to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 subject matter hereof and shall have been paid in full constitute the entire agreement (together with the exhibits hereto) among the parties hereto with respect to the subject matter hereof, superseding all amounts payable hereunder to such Lender prior oral or the Administrative Agent, as the case may bewritten understandings.
Appears in 1 contract
Samples: Lease Receivables Transfer Agreement (Steelcase Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Partnership or the Corporation therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in -------- ------- writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than except pursuant to Section 2.04(c)2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the A Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the A Advances or any fees or other amounts payable hereunderhereunder (except pursuant to Section 2.16), (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (f) limit or release the liability of the Guarantor under the Guaranty, (g) postpone any date fixed for payment under the Guaranty or (h) amend Section 2.16, Section 2.18 or this Section 8.01 or Section 2.169.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, ; and provided further, that this Agreement may any amendment, modification, termination or waiver of the principal amount of any B Advance or payments or prepayments by either Borrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall not be amended and restated effective without the consent written concurrence of any the Lender or the Administrative Agent if, upon giving effect to which has funded such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beB Advance.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Note Document, nor and no consent to any departure by the Borrower Issuer therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Holders or by the Agents with the consent of the Required Holders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall (i) reduce the principal of, or interest on, the Notes payable to any Holder, reduce the amount of any fee payable for the account of any Holder, or postpone or extend any date fixed for any payment of principal of, or interest or fees on, the Notes payable to any Holder, in each case without the written consent of any Holder affected thereby, (ii) change the percentage of the aggregate unpaid principal amount of the Notes that is required for the Holders or any of them to take any action hereunder, (iii) amend the definition of “Required Holders”, “Pro Rata Share” or “Permitted Priority Lien”, (iv) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Note Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Holders, or release the Issuer, (v) amend, modify or waive Section 5.04 or this Section 12.02, or (vi) modify, waive, release or subordinate the superpriority claim status of the Obligations (except as permitted in this Agreement and the Note Documents), in each case (except for the foregoing clause (i)), without the written consent of each Holder of Outstanding Notes. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actionAgent, affect the rights or duties of the Administrative such Agent (but not in its capacity as a Holder) under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote Documents.
Appears in 1 contract
Samples: Anchor Glass Container (Anchor Glass Container Corp /New)
Amendments, Etc. No amendment Except as expressly provided to the contrary herein, no amendment, modification, termination or waiver of any provision of this Agreement, nor Agreement or any other Loan Document or consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless without the same written concurrence of the Majority Lenders (including, without limitation, any amendment, modification or waiver of the obligation of Borrower under Section 2.9.1.4); provided that (i) no such amendment, modification, termination, waiver or consent shall be effective without the written concurrence of all Lenders if such amendment, modification, termination, waiver or consent (A) increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; (B) changes in writing any manner the definition of "PRO RATA SHARE" or the definitions of "MAJORITY LENDERS" or "SUPERMAJORITY Lenders"; (C) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of a specified percentage of, or all, Lenders; (D) postpones the scheduled final maturity date of any of the Loans; (E) postpones the date on which any interest or any fees are payable; (F) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.7.5) or the amount of any fees payable hereunder; (G) increases the maximum duration of Interest Periods permitted hereunder; (H) except as provided in Section 2.14 or Section 2.15 of this Agreement and signed except as expressly provided elsewhere in this Agreement or in any of the other Loan Documents, releases any Lien granted in favor of Agent with respect to all or a material portion of the Collateral; (I) releases COPT from its obligations under the COPT Guaranty; or (J) changes in any manner the provisions contained in this subsection 8.6.1, (ii) no such amendment, modification, termination, waiver or consent shall be effective without the written concurrence of the Supermajority Lenders if such amendment, modification, termination, waiver or consent changes in any manner the provisions contained in Section 6.6, (iii) no such amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note; and (iv) no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the Majority Lendersapproval or concurrence of the Agent shall be effective without the written concurrence of the Agent. The Agent may, and then such but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, howevermodification, that no amendmenttermination, waiver or consent shalleffected in accordance with this Section 8.6.1 shall be binding upon each Lender at the time outstanding, unless in writing and each future Lender and, if signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beon Borrower.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Corporate Office Properties Trust)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(cas provided in Sections 2.18 or 2.19, provided that, any increase in the aggregate Revolving Credit Commitments in excess of $1,500,000,000 will require the consent of all of the Lenders)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunderhereunder (other than as provided in Section 2.18), (e) other than pursuant to Section 2.04(b) change the definition of “Required Lenders” or Section 2.16 hereof, change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) alter the manner in which payment or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, Agreement or any Note; and provided furtherfurther that no amendment, that waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAgreement.
Appears in 1 contract
Samples: Assignment and Assumption (Ca, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, or (f) amend this Section 8.01 or Section 2.168.01; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any Note and (y) no amendment, and provided further, that this Agreement may be amended and restated without the waiver or consent of any Section 8.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to an SPC in addition to the Lenders required above to take such action, affect the rights or the Administrative Agent if, upon giving effect to such amendment and restatement, duties of such Lender or the Administrative Agent, as the case may be, shall no longer be a party to SPC under this Agreement (as so amended or any Note; and restated) provided further that no amendment, waiver or have any Commitment consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or obligations of the Administrative Agent, as the case may beIssuing Banks under this Agreement.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, or any other Loan Document, nor consent to any departure by the Borrower or any Subsidiary herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersBorrower or such Subsidiary, as the case may be, as to amendments, and then by the Majority Banks in all cases, and then, in any case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate 100% of the Borrower)Banks, do any of the following: (a) change the definition of "Majority Banks", "Commitment", or "Pro Rata Percentage", (b) forgive or reduce or increase the amount of the Commitment of any Bank or subject any Bank to any additional obligations, (c) forgive or reduce the principal of, or rate or amount of interest applicable to, any Loan or LC Disbursement, other than as provided in this Agreement or forgive or reduce the amount of the commitment fee or any Letter of Credit Fee, (d) postpone any date fixed for any payment or prepayment of principal of, or interest on, any Loan or LC Disbursement, (e) change Section 4.9, 4.10, and 13.15 or this Section 13.18, (f) change the aggregate unpaid principal amount of the Loans or LC Disbursements, or the number of Banks, which shall be required for the Banks or any of them to take any action hereunder, (g) waive any of the conditions specified in Section 3.01, 3.02 8.1 or 3.03Section 8.2, (bh) increase the Commitments except as otherwise provided herein, release all or substantially all of the Lenders (other than pursuant to Section 2.04(c)) any collateral or subject the Lenders to release any additional obligations, (c) reduce the principal ofGuarantor, or interest on(i) postpone the scheduled date of expiration of any Commitment, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to except as provided by Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.164.10; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, the Issuing Bank or the Swingline Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgent, and provided further, that this Agreement may be amended and restated without the consent of any Lender Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative AgentSwingline Bank, as the case may be, shall no longer be a party to under this Agreement (as so amended and restated) Agreement, or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may beLoan Document.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by all each of the Lenders (other than any Lender that is the Borrower or an Affiliate of directly affected thereby and by the Borrower), and acknowledged by the Administrative Agent, do any of the following: (a) waive postpone any date fixed by this Agreement or any other Loan Document for any payment of the conditions specified in Section 3.01principal, 3.02 interest, fees or 3.03, (b) increase the Commitments of other amounts due to the Lenders (or any of them) hereunder or under any other than pursuant Loan Document, except to the extent permitted under Section 2.04(c)) or subject the Lenders to any additional obligations, (c) 2.12; reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the Advances or flush paragraph below) any fees or other amounts payable hereunderhereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate; change the Pro Rata Share of any Lender (d) except for any such change resulting from Sections 2.12 or 3.06(b)); amend this Section 10.01 or any provision herein providing for consent or other than action by all the Lenders; release all or substantially all of the collateral under any Loan Document or all or substantially all of the Guarantors from the Guaranty; amend the definition of Required Lenders; extend or increase the Revolving Commitment or Term Loan Commitment of any Lender (or reinstate any Revolving Commitment or Term Loan Commitment that has been terminated pursuant to Section 2.16 hereof8.02), postpone any date fixed except for any payment of principal ofsuch increase made in accordance with Section 2.12; or change, or interest onas applicable, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Aggregate Revolving Commitments or the Term Loan Commitments or of the aggregate unpaid principal amount of the Advances, Revolving Loans and L/C Obligations or the number of Lenders that shall be Term Loans which is required for the Revolving Lenders or the Term Lenders or any of them to take any action hereunder hereunder; and, provided further that, notwithstanding any provision above, (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Required Lenders, each directly-affected Lender, or all the Lenders, as the case may be, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (fii) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actionRequired Lenders, each directly- affected Lender or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement or any other Loan Document; (iii) the Fee Letters may be amended amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and restated (iv) no amendment, waiver or consent shall amend the definition of "Required Class Lenders" without the consent of the Required Class Lenders of each Class, or alter the required applications of any repayments or prepayments as between Classes pursuant to Sections 2.04, 2.05 or the Intercreditor Agreement, or the applicable Joinder Agreement without the consent of the Required Class Lenders of each Class that is being allocated a lesser repayment or prepayment as a result thereof. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of any Credit Extension required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Administrative Agent if, upon giving effect to such amendment and restatement, Pro Rata Share of such Lender may not be increased (except for any such increase resulting from Sections 2.12, or 3.06(b)) without 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 consent of such Lender or the Administrative Agent, as the case may beLender.
Appears in 1 contract
Samples: Credit Agreement (Solectron Corp)
Amendments, Etc. (i) No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any each Lender that is the Borrower or an Affiliate of the Borrower)affected thereby, do any of the following: (a) waive extend the expiration date of any Letter of Credit beyond the first anniversary of the conditions specified in Section 3.01, 3.02 or 3.03Termination Date of the relevant Issuing Bank, (b) increase the Commitments of the Lenders (reduce any fees or other than pursuant amounts payable hereunder to Section 2.04(c)) or subject the Lenders to any additional obligationssuch Lender, (c) postpone any date fixed for any payment of any fees or other amounts payable hereunder to such Lender, (d) change the percentage of the Commitments or of the Total Outstandings, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (e) release the guarantee set forth in Section 10.01 or (f) amend this Section 9.01, Section 9.07(j), Section 1.07 or Section 2.13; and provided further that (1) no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent, and any Issuing Bank or any Swing Loan Bank, as the case may be, under this Agreement or any other Loan Document, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, such Issuing Bank or such Swing Loan Bank, as the case may be, in addition to the Lenders required above to take such action, (2) no amendment, waiver or consent shall affect the rights or duties of any Lender that has made a Competitive Bid Loan unless such amendment, waiver or consent is in writing and signed by such Lender in respect of such Competitive Bid Loan, in addition to the Lenders required above to take such action, (3) subject to the provisions of Section 2.06 and 2.15, no amendment, waiver or consent shall reduce the principal of, or interest on, the Advances Revolving Loans or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunderRevolving Loans, unless in each case signed by each Lender FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 105 affected thereby, (e4) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shallshall reduce the principal of, or interest on, the Swing Loans or postpone any date fixed for any payment of principal of, or interest on, the Swing Loans, unless in writing and each case signed by all of the Administrative Agent Swing Loan Banks, (5) no amendment, waiver or consent shall reduce the principal of, or interest on, the Letter of Credit Loans or postpone any date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in addition each case signed by each affected Lender, (6) subject to the Lenders required above to take such actionprovisions of Sections 2.06 and 2.15, affect no amendment, waiver or consent shall extend the rights or duties Termination Date of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without Commitment or increase the consent Commitment of any Lender Lender, Swing Loan Bank or the Administrative Agent ifIssuing Bank or subject any Lender, upon giving effect Swing Loan Bank or Issuing Bank to any additional obligations, unless signed by such amendment and restatementLender, such Lender Swing Loan Bank or the Administrative AgentIssuing Bank, as the case may be, be and (7) any amendment to a ratio or requirement that is contemplated pursuant to Section 1.03(b) shall no longer be require a party to this Agreement (as so amended writing signed only by the Company and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent. Notwithstanding anything to the contrary herein, as 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 case consent of all Lenders or each affected Lender may bebe 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.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the such Lenders (other than pursuant to Section 2.04(c)) or subject the such Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances A Notes or any fees (other than the Administrative Agent’s fee referred to in Section 2.04(b)) or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees (other than the Administrative Agent’s fee referred to in Section 2.04(b)) or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (f) amend or modify Section 6.01(g) or the definition of “Change in Control” set forth in Section 1.01 in any manner or (g) amend this Section 8.01 8.01; provided further that no amendment, waiver or Section 2.16consent shall, unless in writing and signed by each Lender having an outstanding B Advance at such time, (1) reduce the principal of, or interest on, such B Advance or any fees or other 364-Day Credit Agreement amounts payable hereunder or thereunder with respect thereto, (2) postpone any date fixed for any payment of principal of, or interest on, such B Advance or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Lender to any additional obligations; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, . This Agreement and provided further, that this Agreement may be amended the agreement referred to in Section 2.04(c) constitute the entire agreement of the parties with respect to the subject matter hereof and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may bethereof.
Appears in 1 contract
Samples: Credit Agreement (Mony Group Inc)
Amendments, Etc. No Subject to Section 2.02(g), Section 3.03 and the last two paragraphs of this Section 11.01, no amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders (or, to the extent such amendment or waiver (i) changes the definition of “Required Revolving Lenders”, “Required Term A-1 Lenders”, “Required Term A-2 Lenders”, or “Required Incremental TL Facility Lenders” each Lender under the applicable Facility or (ii) waives any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate, the Required Revolving Lenders), the Borrower and any applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (ax) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to and the Lenders required above to take such actionBorrower may, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or any Guarantor then party hereto, (1) amend this Agreement to add a Subsidiary as a “Guarantor” hereunder pursuant to a joinder agreement in substantially the form of Exhibit G and (2) amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of the Administrative Agent ifor any Lender and (y) notwithstanding the foregoing provisions of this Section 11.01 (including the first proviso above), upon giving effect to no such amendment and restatementamendment, such Lender waiver 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 or the Administrative Agent, as the case may be.consent shall:
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)each affected Lender, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders such Lender to any additional obligations, (cii) reduce the principal of, or interest on, the Advances outstanding Loan or any fees or other amounts payable hereunder, (diii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances outstanding Loan or any fees or other amounts payable hereunder, (eiv) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesLoan, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (v) release the Lien in favor of the Collateral Agent on any substantial part of the Collateral or (fvi) amend or waive this Section 8.01 9.01 or Section 2.169.06; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Collateral Agent, as the case may be, under this Agreement, Agreement or any other Loan Document; and provided further, further that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 or 3.03Article VI, (bii) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (ciii) reduce the principal of, or interest on, the Advances any Loan, any Applicable Margin or any fees or other amounts payable hereunder, hereunder (d) other than fees payable to the Administrative Agent pursuant to Section 2.16 hereof2.02(c)), (iv) extend the Revolving Credit Termination Date or the Letter of Credit Expiration Date or postpone any date fixed for any payment of principal of, or interest on, the Advances any Loan or any fees or other amounts payable hereunder, hereunder (e) other than fees payable to the Administrative Agent pursuant to Section 2.04(b2.02(c)), (v) change the definition of “Required Lenders” contained in Section 1.01 or Section 2.16 hereof, change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, Loans or the number of Lenders that which shall be required for the Lenders or any of them to take any action hereunder hereunder, (vi) amend any Loan Document in a manner intended to prefer one or more Lenders over any other Lenders, (vii) release the Guaranty, in whole or in part, except for any such release expressly permitted hereunder, or change the definition of “Guaranty Termination Date” contained in Section 1.01, (viii) amend or waive any of the conditions set forth in Section 6.02(b), or (fix) amend amend, waive or modify this Section 8.01 or Section 2.1612.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any other Loan Document; and provided, and provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of any Issuing Bank under this Agreement may or any other Loan Document. Any request from a Borrower for any amendment, waiver or consent under this Section 12.01 shall be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect addressed to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, provided however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 4.01 or 3.034.02, (b) increase the Commitments of the Lenders (reduce any fees or other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationsamounts payable hereunder, (c) reduce the principal of, or interest on, the Advances or postpone any date fixed for any payment of any fees or other amounts payable hereunder, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (e) release the Guaranty set forth in Article X (Guaranty) or (f) amend this Section 9.01 or any other than pursuant Section of this Agreement, the effect of which amendment is to Section 2.16 hereofalter the pro rata sharing of payments or pro rata funding required thereby; and provided further that (1) no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent, and any Issuing Bank or any Swing Loan Lender, as the case may be, under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, such Issuing Bank or such Swing Loan Lender, as the case may be, in addition to the Lenders required above to take such action, (2) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall reduce the principal of, or interest on, the Revolving Loans or Notes or postpone any date fixed for any payment of principal of, or interest on, the Advances Revolving Loans or any fees or other amounts payable hereunderNotes, unless in each case signed by all of the Lenders, (e3) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shallshall reduce the principal of, or interest on, the Swing Loans or postpone any date fixed for any payment of principal of, or interest on, the Swing Loans, unless in writing and each case signed by all of the Administrative Agent affected Swing Loan Lenders, (4) no amendment, waiver or consent shall reduce the principal of, or interest on, the Letter of Credit Loans or postpone any date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in addition each case signed by each affected Lender, (5) subject to the Lenders required above to take such actionprovisions of Sections 2.06 and 2.15, affect no amendment, waiver or consent shall extend the rights or duties Termination Date of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without Commitment or increase the consent Commitment of any Lender or subject any Lender to any additional obligations, unless signed by such Lender and (6) no amendment, waiver or consent shall be made to Section 2.04, unless signed by each Lender affected by such amendment, waiver or consent. Anything herein to the Administrative Agent ifcontrary notwithstanding, upon giving effect during such period as a Lender is a Defaulting Lender, to such amendment and restatementthe fullest extent permitted by applicable law, such Defaulting Lender or will not be entitled to vote in respect of amendments and waivers hereunder and the Administrative Agent, as Commitment and the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment outstanding Loans or other obligation hereunder and shall have been paid in full all amounts payable hereunder to extensions of credit of such Lender or the Administrative Agent, as the case may hereunder will not be.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Amendments, Etc. No amendment amendment, modification, termination, or waiver of any provision of this Agreementany Loan Document to which the Borrower, any Subsidiary, or any Guarantor is a party, nor consent to any departure by the Borrower therefromBorrower, any Subsidiary, or any Guarantor from any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, modification, termination, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks, do any of the following: (a1) waive any of the conditions precedent specified in Section 3.01, 3.02 or 3.03, Article III; (b2) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) Banks or subject the Lenders Banks to any additional obligations, ; (c3) reduce the principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, ; (d4) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees hereunder; (5) change the Facility Amount (except in connection with the second paragraph of Section 2.03); (6) release any Collateral or other amounts payable hereunder, any Guarantor; (e7) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments (except in connection with the second paragraph of Section 2.03) or of the aggregate unpaid principal amount of the Advances, Notes or the number of Lenders that Banks which shall be required for the Lenders Banks or any of them to take action hereunder; (8) waive any action hereunder Event of Default arising and continuing under Section 8.01(1) or 8.01(2) hereof; (9) amend, modify or waive any provision of Section 2.02 hereof or the Escrow Agreement; or (f10) amend amend, modify or waive any provision of this Section 8.01 or Section 2.16; 10.01, and provided further, that further than no amendment, waiver waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreementany of the Loan Documents. Anything herein to the contrary notwithstanding, each Bank agrees that Agent shall have the right, at its sole and provided furtherabsolute discretion, that this Agreement may be amended so long as no Event of Default has occurred and restated is continuing, without the consultation with or consent of any Lender or other Bank to consent to a Seller Note in excess of FIVE MILLION DOLLARS ($5,000,000) in a Permitted Acquisition so long as any such Seller Note does not exceed FIFTEEN MILLION DOLLARS ($15,000,000) and so long as such Seller Note has a maturity date which does not exceed one year, and so long as such Seller Note does not violate any other provision of this Agreement. In the Administrative event Agent ifconsents to a Seller Note as aforesaid, upon giving effect Agent will provide prompt written notice thereof to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beeach Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carey International Inc)
Amendments, Etc. No amendment Except as expressly provided to the contrary herein, no amendment, modification, termination or waiver of any provision of this Agreement, nor Agreement or any other 92 Loan Document or consent to any departure by the Borrower any Loan Party therefrom, shall in any event be effective unless without the same written concurrence of the Majority Lenders (including, without limitation, any amendment, modification or waiver of the obligation of Borrower under Section 2.9.1.4); provided that (i) no such amendment, modification, termination, waiver or consent shall be effective without the written concurrence of all Lenders if such amendment, modification, termination, waiver or consent (A) increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; (B) changes in writing any manner the definition of "PRO RATA SHARE" or the definitions of "MAJORITY LENDERS" or "SUPERMAJORITY LENDERS"; (C) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of a specified percentage of, or all, Lenders; (D) postpones the scheduled final maturity date of any of the Loans; (E) postpones the date on which any interest or any fees are payable; (F) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Section 2.7.5) or the amount of any fees payable hereunder; (G) increases the maximum duration of Interest Periods permitted hereunder; (H) except as provided in Section 2.14 or Section 2.15 of this Agreement and signed except as expressly provided elsewhere in this Agreement or in any of the other Loan Documents, releases any Lien granted in favor of Agent with respect to all or a material portion of the Collateral; (I) releases COPT from its obligations under the COPT Guaranty; or (J) changes in any manner the provisions contained in this subsection 8.6.1, (ii) no such amendment, modification, termination, waiver or consent shall be effective without the written concurrence of the Supermajority Lenders if such amendment, modification, termination, waiver or consent changes in any manner the provisions contained in Section 6.6, (iii) no such amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note; and (iv) no amendment, modification, termination or waiver of any provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly requires the Majority Lendersapproval or concurrence of the Agent shall be effective without the written concurrence of the Agent. The Agent may, and then such but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given; provided. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, howevermodification, that no amendmenttermination, waiver or consent shalleffected in accordance with this Section 8.6.1 shall be binding upon each Lender at the time outstanding, unless in writing and each future Lender and, if signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beon Borrower.
Appears in 1 contract
Samples: Assignment Agreement (Corporate Office Properties Trust)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 (ii) change the percentage of the Commitments or 3.03of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (iii) amend this Section 8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the following: (i) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligationssuch Lender, (cii) reduce the principal of, or interest onon (other than (A) any reduction in interest rate resulting from a waiver by the Required Lenders of the provisions of Section 2.06(b) or (B) any amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Advance or to reduce any fee payable hereunder), the Advances or any fees or other amounts payable hereunder, hereunder or (diii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote.
Appears in 1 contract
Samples: Credit Agreement (Yahoo Inc)
Amendments, Etc. No Subject to Section 2.18, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase or reinstate the Commitments of the Lenders (other than pursuant to Section 2.04(c)), extend the Commitments of the Lenders (other than pursuant to Section 2.16) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, hereunder (e) other than pursuant to Section 2.04(b2.16), (e) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.04(c) or Section 2.16 or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(cas provided in Sections 2.18 or 2.19, provided that, any increase in the aggregate Revolving Credit Commitments in excess of $1,500,000,000 will require the consent of all of the Lenders)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunderhereunder (other than as provided in Section 2.18), (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) alter the manner in which payment or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, Agreement or any Note; and provided furtherfurther that no amendment, that waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAgreement.
Appears in 1 contract
Samples: Credit Agreement (Ca, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower or any Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersAdministrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks, do any of the following: (a) waive any increase the aggregate Commitments of the conditions specified Banks in excess of $750,000,000 (except in accordance with the provisions of Section 3.01, 3.02 or 3.031.06), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunderhereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any scheduled payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunderhereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date (except in accordance with the provisions of Section 1.07), (ed) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that Banks which shall be required for the Lenders Banks or any of them to take any action hereunder or under any other Credit Document, (e) amend this Section 11.01, (f) amend this Section 8.01 the definition of “Required Lenders”, (g) amend the definition of “Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or Section 2.16any of the Environmental Indemnities; provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of the Borrower in accordance with the provisions of Sections 5.09(b) or 11.23, (i) modify any provisions requiring payment to be made for the ratable account of the Banks, (j) amend the definition of “Pro Rata Share” or (k) require the duration of an Interest Period to be more than six months if such period is not available to all Banks; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any Issuing Bank in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative AgentIssuing Bank, as the case may be, shall no longer be a party to under this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and Credit Document. In addition, none of the following decisions shall have been paid in full all amounts payable hereunder to such Lender or be made without the Administrative Agent, as written consent of the case may be.Required Lenders:
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (LaSalle Hotel Properties)
Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in ----------------- this Agreement, any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Company, the Administrative Agent and the Majority LendersBanks, or by the Company and the Administrative Agent acting with the consent of the Majority Banks, and then such any provision of this Agreement may be waived by the Majority Banks or by the Administrative Agent acting with the consent of the Majority Banks; provided that: (a) no modification, supplement -------- or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and by an instrument signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any Banks or by the Administrative Agent acting with the consent of all of the followingBanks: (ai) increase, or extend the term of the Commitments, or extend the time or waive any requirement for the reduction or termination of the Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as between the Banks or Types of Loans, (vii) alter the terms of this Section 11.04 or any other provision of this Agreement requiring consent of all Banks, (viii) modify the definition of the term "Majority Banks", or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, or (ix) waive any of the conditions specified precedent set forth in Section 3.01, 3.02 or 3.03, 6 hereof; and (b) increase any modification or supplement of Section 10 hereof shall require the Commitments consent of the Lenders (other than pursuant Administrative Agent. Anything in this Agreement to the contrary notwithstanding, if at a time when the conditions precedent set forth in Section 2.04(c)) or subject the Lenders 6 hereof to any additional obligationsLoan hereunder are, in the opinion of the Majority Banks, satisfied, any Bank shall fail to fulfill its obligations to make such Loan then, for so long as such failure shall continue, such Bank shall (c) reduce unless the principal ofMajority Banks, or interest on, the Advances or any fees or other amounts payable determined as if such Bank were not a "Bank" hereunder, (dshall otherwise consent in writing) other than pursuant be deemed solely for all purposes relating to Section 2.16 hereofamendments, postpone any date fixed for any payment of principal ofmodifications, waivers or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders consents under this Agreement or any of them to take any action hereunder or the other Basic Documents (f) amend including, without limitation, under this Section 8.01 11.04 and under Section 10.10 hereof) to have no Loans or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may beCommitment, shall no longer not be treated as a party to this Agreement (as so amended and restated) or have any Commitment or other obligation "Bank" hereunder when performing the computation of Majority Banks, and shall have been paid no rights under the preceding paragraph of this Section 11.04; provided that any action taken by the other Banks with respect to the matters referred to in full all amounts payable hereunder to clause (a) of the preceding paragraph shall not be effective as against such Lender or the Administrative Agent, as the case may beBank.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Company and the relevant Designated Borrower, if applicable, and the Required Lenders, or in the case of Section 2.13 and any Uncommitted Note, the Company and the Lender to which such Note is payable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or the written consent shall, unless in writing of the Company and signed by all the Lenders (shall be required in order to amend or waive any provision of the Agreement or the Notes other than any Lender that is Section 2.13 which would have the Borrower or an Affiliate effect of the Borrower), do any of the following: (a) waive any of a reduction in principal, interest or fees payable to the conditions specified in Section 3.01, 3.02 Lenders under this Agreement or 3.03the Committed Notes, (b) increase the Commitments postponement of any date fixed for the Lenders payment of any principal, interest or fees under this Agreement or the Committed Notes (other than excluding any such postponement pursuant to Section 2.04(c2.01(d)) or subject the Lenders to any additional obligations), (c) reduce an increase in the principal of, or interest on, the Advances or Commitments (excluding any fees or other amounts payable hereundersuch increases pursuant to Section 2.01(c)), (d) other than pursuant to amending or waiving compliance with the last sentence of Section 2.16 hereof2.01(a), postpone any date fixed for any payment of principal ofSection 2.08, Section 8.05 or interest on, the Advances or any fees or other amounts payable hereunderthis Section 8.01, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change amending the percentage definition of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Required Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 any release or Section 2.16modification of the Company’s guarantee under Article IX; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided provided, further, that this Agreement may be amended and restated without the consent Commitment of any Lender or shall not be extended without the Administrative Agent if, upon giving effect to prior written consent of such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLender.
Appears in 1 contract
Samples: Credit Agreement (Stanley Works)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, Company therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03Article III except as otherwise provided therein, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, Loans or the number Letter of Lenders that Credit Obligations which shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) release all or substantially all of the Collateral except as shall otherwise be provided in Section 7.5 or in the Collateral Documents, (g) release any Guarantor from a Guaranty, except as shall otherwise be provided in such Guaranty, or (fh) amend this Section 8.01 11.1 or the definition of the term "Majority Lenders" contained in Section 2.161.1; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuers in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuers, respectively, under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beLoan Documents.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any Any provision of this AgreementAgreement or any other Loan Document may be amended, nor consent to any departure by modified or waived with the Borrower therefrom, shall in any event be effective unless Borrower’s and the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given’ prior written consent; provided, however, provided that (i) no amendment, modification or waiver or consent shall, unless in writing and signed by all that extends the Lenders (other than any Lender that is the Borrower or an Affiliate final maturity of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders Loans (other than pursuant to Section 2.04(c2.11)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone postpones any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, increases the Aggregate Revolving Credit Commitments (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof2.03(c)), change forgives the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent Debt outstanding under this Agreement, releases any Guarantor of its obligations under the Guaranty, reduces the interest rate applicable to the Loans or the fees payable to the Lenders generally, affects this Section 12.04 or Section 12.06(a) or modifies the definition of “Required Lenders” shall be effective without consent of all Lenders; (ii) no amendment, modification or waiver that modifies Section 4.02 in a manner that would alter the pro rata sharing of payments required thereby, shall be effective without the consent of each affected Lender; (iii) no amendment, modification or waiver which increases the Revolving Credit Commitment of any Lender shall be effective without the consent of such Lender; and provided (iv) no amendment, modification or waiver which modifies the rights, duties or obligations of the Agent shall be effective without the consent of the Agent; provided, further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 Revolving Credit Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(cas provided in Sections 2.18 or 2.19)) or subject , provided that, any increase in the Lenders to any additional obligationsCommitments in excess of $600,000,000 will require the consent of all of the Lenders), (c) reduce the principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or or, to the extent then accrued, other amounts payable hereunderhereunder (other than as provided in Section 2.18), (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, Agreement or any Note; and provided furtherfurther that no amendment, that waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks under this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beAgreement.
Appears in 1 contract
Samples: Credit Agreement (Computer Associates International Inc)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and then acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (y) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders and (z) no such amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.:
Appears in 1 contract
Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.)
Amendments, Etc. No amendment or waiver of any --------------- provision of this Agreement, the Notes or the Surety Bond, nor consent to any departure by the Borrower or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that -------- ------- no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) except as provided in Sections 2.16 and 2.17, increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees Notes or other amounts payable hereunder, (d) other than pursuant to except as a consequence of any extension of the Commitment Termination Date as provided in Section 2.16 hereof2.16, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesNotes, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) reduce or limit the obligations of the Guarantor under the Surety Bond, or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, further that no amendment, waiver or -------- ------- consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of or any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beNote.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ambac Financial Group Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Credit Document, nor consent to any departure by the Borrower or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; , provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), shall do any of the following: (a) waive increase any Commitment of any Bank or subject any Bank to any additional obligations without the conditions specified in Section 3.01, 3.02 or 3.03consent of such Bank, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the any Advances of any Bank or any fees or other amounts payable hereunderto any Bank hereunder without the consent of such Bank, (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the any Advances or any fees or other amounts payable hereunderhereunder without the consent of each affected Bank, (ed) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments any Commitment or of the aggregate unpaid principal amount of the any Advances, or the number of Lenders that Banks, which shall be required for the Lenders Banks or any of them to take any action under this Agreement or any other Credit Document without the consent of each Bank, (e) release the Borrower or the Guarantor or otherwise change any obligation of the Borrower or the Guarantor to pay any amount payable by the Borrower or Guarantor hereunder without the consent of each Bank or (f) amend this Section 8.01 or Section 2.16; and provided 10.01 without the consent of each Bank, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreementany Credit Document; provided, further that, each of the Bank of America Fee Letter, the JPMCB Fee Letter, the Regions Fee Letter and provided the Upfront Fee Letter may be amended, or rights and privileges thereunder waived or modified in a writing executed only by all of the respective parties thereto; and provided, further, that this Agreement no amendment, waiver or consent shall, unless in writing and signed by the Guarantor in addition to any other party required above to take such action, affect the rights or duties of the Guarantor under any Credit Document. Notwithstanding anything to the contrary herein, no Defaulting Bank 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 Banks or each affected Bank may be amended and restated effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) no Commitment of any Defaulting Bank may be increased or extended without the consent of such Bank and (y) any Lender waiver, amendment or modification requiring the Administrative Agent if, upon giving effect to consent of all Banks or each affected Banks that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beDefaulting Bank.
Appears in 1 contract
Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or any other Loan Paper, nor consent to any departure by the Borrower Company herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersBanks (or the Administrative Agent with the consent of the Majority Banks) in all cases, and then then, in any case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (i) no amendment, waiver waiver, or consent shall, unless in writing and signed by all each Bank directly affected thereby (or the Lenders (other than any Lender that is Administrative Agent with the Borrower or an Affiliate consent of the Borrowereach Bank directly affected thereby), do any of the following: (a) waive any increase the amount of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Additional Commitments of the Lenders (other than pursuant to Section 2.04(c)) any Banks or subject the Lenders any Banks to any additional obligations, (cb) reduce the principal of, or rate or amount of interest onapplicable to, the Advances any Loan other than as provided in this Agreement, or any fees or other amounts payable hereunder, (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, (d) extend the Maturity Date, (e) other than pursuant to eliminate or reduce the voting rights of any Bank under this Section 2.04(b9.1, (f) amend Section 2.15 in any manner that would alter the pro rata sharing of payments or Section 2.16 hereofAdditional Commitment reductions required thereby, (g) change the percentage of the Additional Commitments or of the aggregate unpaid principal amount of the AdvancesLoans, or the number of Lenders that Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder or (fh) amend this Section 8.01 7.2 in a manner that would alter the “waterfall” provision and (ii) no amendment or modification shall, unless in writing and signed by all Banks (or the Administrative Agent with the consent of all Banks) release all or substantially all of the Collateral (except to the extent contemplated by Section 2.166.12 hereof, as in effect on the date hereof); and provided provided, further, that no amendment, waiver waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any other Loan Paper, and provided further, that this Agreement may be amended and restated without the consent or modify or waive any provision of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beSection 2.22.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of Except as otherwise expressly provided in this Agreement, any provision of this Agreement, nor consent to any departure Agreement may be modified or supplemented only by the Borrower therefrom, shall in any event be effective unless the same shall be an instrument in writing and signed by the Company, the Administrative Agent and the Majority LendersBanks, or by the Company and the Administrative Agent acting with the consent of the Majority Banks, and then such any provision of this Agreement may be waived by the Majority Banks or by the Administrative Agent acting with the consent of the Majority Banks; provided that: (a) no modification, supplement or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and by an instrument signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks or by the Administrative Agent acting with the consent of all of the Banks: (i) increase, do or extend the term of any of the following: Commitments, or extend the time or waive any requirement for the reduction or termination of any of the Commitments, (aii) extend the date fixed for the payment of principal of or interest on any Loan, any Reimbursement Obligation or any fee hereunder, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or any fee is payable hereunder, (v) alter the rights or obligations of the Company to prepay Loans, (vi) alter the terms of this Section 12.04, (vii) modify the definition of the term "Majority Banks", "Majority Revolving Credit Banks" or "Majority Term Banks", or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof, (viii) waive any of the conditions specified precedent set forth in Section7 hereof or (ix) alter the obligations of or release any Subsidiary Guarantor under Section 3.016 hereof provided that the Administrative Agent may, 3.02 or 3.03with the consent of the Majority Banks, release any Subsidiary Guarantor which is the subject of a disposition permitted by Section 9.05 hereof; (b) increase the Commitments any modification or supplement of the Lenders (other than pursuant any provision hereof relating to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties obligations of Chase, in its capacity as the Administrative Agent under this AgreementSwingline Bank, and provided further, that this Agreement may be amended and restated without shall require the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.Credit Agreement
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Partnership or the Corporation therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, -------- ------- unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than except pursuant to Section 2.04(c)2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the A Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the A Advances or any fees or other amounts payable hereunderhereunder (except pursuant to Section 2.16), (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the A Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (f) limit or release the liability of the Guarantor under the Guaranty, (g) postpone any date fixed for payment under the Guaranty or (h) amend Section 2.16, Section 2.18 or this Section 8.01 or Section 2.169.01; and provided provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, ; and provided further, that this Agreement may any amendment, modification, termination or waiver of the principal amount of any B Advance or payments or prepayments by either Borrower in respect thereof, the scheduled maturity dates of any B Advance, the dates on which interest is payable and decreases in interest rates borne by B Advances shall not be amended and restated effective without the consent written concurrence of any the Lender or the Administrative Agent if, upon giving effect to which has funded such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beB Advance.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.21(b) and except as otherwise expressly provided in the definition of “Eurodollar Rate” set forth in Section 1.012.23, no amendment or waiver of any provision of this AgreementAgreement or any Note, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority LendersLenders (and notified to the Administrative Agent) and, in the case of any such amendment, the Borrower or Borrowers to which such amendment is applicable, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby (other than than, in the case of clause (a), (f) or (g)(ii) below, any Lender that is the Borrower or an Affiliate of the BorrowerDefaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (de) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (ef) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, the aggregate undrawn amount of outstanding Letters of Credit or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (g) waive or amend (i) this Section 8.01, (ii) the definition of “Majority Lenders”, (iii) clause (x) of Section 2.04(a) or (iv) the proviso contained in Section 8.07, (h) extend the obligation of any Lender pursuant to Section 2.04(j) to participate in any Letter of Credit to any date later than the Termination Date applicable to such Lender, (i) subordinate the obligations hereunder or under the other Loan Documents, to any other Indebtedness or Liens (fincluding, without limitations, Indebtedness issued under this Agreement) or (j) amend this Section 8.01 or Section 2.16the sublimits and the amounts set forth in the definition of “Borrower Sublimit”; and provided provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or Section 2.21; (ii) no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, or that would alter any provision hereof relating to or affecting Letters of Credit issued by such Fronting Bank or modify or waive Section 2.21, shall be effective unless agreed to in writing by such Fronting Bank or modify or waive Section 2.21; (iii) [reserved]; (iv) Section 8.08(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPC at the time of such amendment, waiver or other modification; and provided further, that (v) this Agreement may be amended and restated without the consent of any Lender Lender, any Fronting Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender Lender, such Fronting 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 (including, without limitation, any obligation to make payment on account of a Drawing) and shall have been paid in full all amounts payable hereunder to such Lender Lender, such Fronting Bank or the Administrative Agent, as the case may be. Notwithstanding the foregoing, the Borrowers and the Administrative Agent 86 753191373 may amend this Agreement and the other Loan Documents without the consent of any Lender or any Fronting Bank to the extent necessary (a) to cure any ambiguity, omission, mistake, error, defect or inconsistency (as determined by the Administrative Agent in its reasonable discretion) or (b) to make administrative changes of a technical or immaterial nature, provided, that, in each case, (x) such amendment does not adversely affect the rights of any Lender or any Fronting Bank and (y) the Lenders and the Fronting Banks 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 and the Fronting Banks, a written notice from the Majority Lenders or any Fronting Bank stating that the Majority Lenders or such Fronting Bank, as the case may be, object to such amendment.
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Amendments, Etc. No Subject to Section 2.09(c), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.01 or 3.033.02, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c2.05(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, hereunder (e) other than pursuant to Section 2.04(b2.18), (e) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (fg) amend this Section 8.01 or Section 2.168.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender Lender, such LC Issuing 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 or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 1 contract
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by the Borrower therefrom, therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (bi) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, ; (cii) reduce the principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, ; (diii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Loans or any fees or other amounts payable hereunder, ; (eiv) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of Commitments, the aggregate unpaid principal amount of the Advances, Loans or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder; (v) release any Collateral or Guarantor except as shall otherwise be provided in (A) CLAUSE (ii) of the second proviso of this SECTION 10.1, (B) SECTION 7.4 or (fC) any of the other Loan Documents; (vi) amend this Section 8.01 SECTION 10.1; or Section 2.16(vii) increase the Advance Rates in effect from time to time in violation of the definition of "Advance Rate"; and provided furtherPROVIDED FURTHER, HOWEVER, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this AgreementAgreement or the other Loan Documents and (ii) the Agent may, and provided further, that this Agreement may be amended and restated without the consent of any Lender the Lenders, release (x) Collateral disposed of in one or more transactions not constituting Asset Sales under this Agreement and (y) other Collateral not disposed of pursuant to CLAUSE (x) above that has a value determined at the Administrative Agent iflower of cost or net book value not in excess of $15,000,000 in the aggregate, upon giving effect PROVIDED that each disposition of Collateral pursuant to this CLAUSE (ii) shall be at the fair market value of such amendment and restatement, such Lender or the Administrative AgentCollateral, as determined by the case may be, shall no longer be a party to this Agreement (as so amended Agent in its reasonable discretion based upon facts and restated) or have any Commitment circumstances existing at the time of such sale or other obligation hereunder disposition as shall be presented to it by the Borrower, and PROVIDED FURTHER that all net proceeds from any such sale or other disposition shall have been paid be applied to prepay the Loans in full all amounts payable hereunder to such Lender or the Administrative Agent, as same manner provided for the case may beapplication of Asset Sales in SECTION 2.6(b)(i) and reduce the Commitments in the same manner provided for Asset Sales in SECTION 2.4(b).
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the any Borrower or Kraft therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)including Defaulting Lenders) affected thereby, do any of the following: (a) waive any of the conditions specified in Sections 3.01 and 3.02 and 3.03 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02 or 3.033.03 unless the amendment or waiver so provides), (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Advances, or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (f) release Kraft from any of its obligations under Article VIII; (g) change Section 2.15 in a manner that would alter the pro rata sharing of payments required thereby (other than to extend the Maturity Date applicable to the Advances and Commitments of consenting Lenders and to compensate such Lenders for consenting to such extension; provided that (i) no amendment permitted by this parenthetical shall reduce the amount of or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the rights of non-extending Lenders under this Agreement and (ii) the opportunity to agree to such extension and receive such compensation shall be offered on equal terms to all the Lenders) or (fh) amend this Section 8.01 or Section 2.169.01; and provided further, further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent Agent, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, Agreement and provided further, that (y) this Agreement may be amended and restated without with the written consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, Kraft and any consenting Lenders to (i) increase the Commitments of such consenting Lenders hereunder (but solely to the extent of available baskets set forth in the definition of Debt Issuance such that a mandatory prepayment pursuant to Section 2.10(b)(i) would not be required) and (ii) implement such changes as the case may be, Administrative Agent and Kraft shall no longer determine to be a party appropriate in order that all Advances will be held by the Lenders ratably in accordance with their Commitments after giving effect to this Agreement any such increase (as including by causing Lenders to assign ratable portions of their Advances to any Lenders whose Commitments shall be 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 or the Administrative Agent, as the case may beincreased).
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Lenders, do any of the following: (ai) waive any of the conditions specified in Section 3.01, 3.02 (ii) change the number of Lenders or 3.03the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders to take any action hereunder; (iii) amend this Section 8.01, (iv) release all or substantially all of the value of the Subsidiary Guaranty; (v) change Section 2.15 or any other provision of this Agreement in any manner which would alter the pro rata sharing of payments; or (vi) change Section 2.05 in any manner which would alter the pro rata reduction of the Unused Revolving Credit Commitments; (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitments of the Lenders such Lender (other than pursuant to as provided in Section 2.04(c2.18)) or subject the Lenders to any additional obligations, (cii) reduce the principal of, or interest on, the Advances Notes held by such Lender or any fees or other amounts payable hereunderhereunder to such Lender, or (diii) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances Notes held by such Lender or any fees or other amounts payable hereunderhereunder to such Lender; (c) no amendment, waiver or consent shall, unless in writing, impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; (d) no amendment, waiver or consent shall, prior to the termination of the Revolving Credit Commitments, unless also signed by the Required Lenders, (ei) other than pursuant waive any Default for purposes of a Borrowing of Loans or issuance of a Letter of Credit under Section 3.02, (ii) amend, change, waive, discharge or terminate Section 3.02 in a manner adverse to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the such Lenders or any of them to take any action hereunder (iii) amend, change, waive, discharge or (f) amend terminate this Section 8.01 or Section 2.168.01(d); and provided further, further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and no amendment, waiver or consent shall, (x) unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement or (y) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Lender in its capacity as such under this Agreement; provided, and provided further, that this Agreement notwithstanding anything to the contrary herein, the Fee Letter may be amended amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding the foregoing, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and restated without any amendment, waiver or consent which by its terms requires the consent of any all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (i) the Defaulting Lender’s Commitment may not be increased or extended without its consent, (ii) the principal amount of, or interest or fees payable on, Loans or reimbursement obligations with respect to drawn Letters of Credit may not be reduced or excused or the Administrative Agent if, upon giving effect scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment and restatement, such Lender 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 modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. With respect to any matter requiring the approval of each Lender, each Lender directly and adversely affected thereby or other specified Lenders, it is understood that Voting Participants shall have been paid the voting rights specified in full all amounts payable hereunder Section 8.07(i) as to such Lender or the Administrative Agent, as the case may bematter.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor any consent to any departure by the Borrower Company therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Majority LendersBanks, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower)Banks, do any of the following: (a) waive increase the Commitment of any of the conditions specified in Section 3.01Banks, 3.02 extend the Commitment Termination Date or 3.03, (b) increase any date on which the Commitments of the Lenders (other than pursuant are scheduled to Section 2.04(c)) reduce hereunder, or subject the Lenders Banks to any additional obligations, ; (cb) reduce the principal of, or interest on, or fees with respect to, the Advances Obligations or the amount of any fees or other amounts payable hereunder, scheduled payments thereof; (dc) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, or fees with respect to, the Advances Obligations or any fees or other amounts payable hereunder, the Notes; (ed) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the AdvancesObligations, or the number of Lenders that Banks which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement; (e) release all or a significant portion of any collateral for the Obligations; (f) amend change any provision contained in Section 2.04(b)(ii) (other than clause (F) of the proviso therein), Section 3.01(b)(iii), Section 4.05, Articles V, VI, VII, Section 12.03 hereof or this Section 8.01 or Section 2.1612.05; and provided further(g) release or remove any Guarantor from its obligations hereunder other than any such release or removal resulting from a transaction permitted by Section 9.15 hereof. Anything in this Section 12.05 to the contrary, that no amendment, waiver or consent shall, unless shall be made with respect to the matters set forth in writing the proviso to the previous sentence and signed by the Administrative Agent shall not release any balance in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated cash collateral account described in Section 10.02 hereof without the prior written consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may beeach Bank.
Appears in 1 contract
Samples: Credit Agreement (CSC Holdings Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that any amendment, modification, termination or waiver of the principal amount of a Bid Advance or payments or prepayments by a Borrower in respect thereof, the scheduled maturity dates of a Bid Advance, the dates on which interest is payable and decreases in interest rates borne by the Bid Advances shall not be effective without the written concurrence of the Lender which has funded such Bid Advance; provided, howeverfurther, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the BorrowerDesignated Bidders), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 3.02, or 3.03, (b) increase the Commitments of the such Lenders (other than pursuant to Section 2.04(c)) or subject the such Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Committed Advances or Letters of Credit or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Committed Advances or Letters of Credit or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Committed Advances, or the number of Lenders that Lenders, which shall be required for the Lenders or any of them to take any action hereunder or hereunder, (f) amend Section 6.01(a) or (e) or this Section 8.01 9.01, or (g) release the Parent Guaranty; provided, still further, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, waive any of the conditions specified in Section 2.163.04; and provided provided, still further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender 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 or the Administrative Agent, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Bwip Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor Agreement or any other Transaction Document or consent to any departure by the Borrower therefromBorrower, the Parent, HQ (as Collection Agent or otherwise), any Originator or any Predecessor Purchaser therefrom shall in any event be effective unless in a writing signed by, with respect to this Agreement, the same shall be Required Lenders or the Administrative Agent with the written consent of the Required Lenders (and, in writing and the case of any amendment, also signed by the Majority Borrower, HQ and the Originators party hereto) and, with respect to any other Transaction Document, the Administrative Agent (with the written consent of the Required Lenders) (and, in the case of any amendment, also signed by the other parties thereto); provided, however, that the signatures of the Borrower, HQ and the Originators party hereto shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Collection Agent at any time when the Collection Agent is not an Originator, the Parent or an Affiliate of such Originator or the Parent or a successor Collection Agent is designated by the Administrative Agent pursuant to Section 6.01, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and additionally signed by all (x) the Lenders (other than any Lender that is Collection Agent, affect the Borrower rights or an Affiliate duties of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances Collection Agent under this Agreement or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder Transaction Document or (fy) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actionAgent, affect the rights or duties of the Administrative Agent under this AgreementAgreement or any other Transaction Document; provided further that no amendment, and provided further, that this Agreement may be amended and restated without waiver or consent shall (i) increase the consent Commitment of any Lender without the written consent of such Lender or increase the aggregate amount of the Commitments of the Lenders without the written consent of each Lender, (ii) reduce or forgive the principal amount of any Loan or reduce the rate of interest thereon (other than default interest under Section 2.09(c)), or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled maturity of any Loan or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) amend Section 2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) amend the advance rate under either clause (a) or (b) of the definition of “Borrowing Base” to a percentage greater than the percentage set forth in such clause on the date hereof or amend either of clauses (c) or (d) of such definition or amend the first sentence of the definitions of “Eligible Participated Receivable” or “Eligible Receivable”, in each case, without the written consent of each Lender, (vi) except as contemplated by the RFA Intercreditor Agreement, the Senior Collateral Intercreditor Agreement, any Deposit Account Agreement or any Governmental Entity Receivables Agreement, subordinate the priority of the security interest granted to the Administrative Agent pursuant to this Agreement without the written consent of each Lender, (vii) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders”, “Supermajority Lenders” or any other provision of any Transaction 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, without the written consent of each Lender, (viii) release the Parent from its obligations under either Parent Undertaking or limit its liability in respect of either Parent Undertaking, without the written consent of each Lender, (ix) release all or substantially all of the Collateral from the security interests under the Transaction Documents, without the written consent of each Lender, (x) change the order of the waterfall of payments under Sections 2.19 (a), (b), (c), (d) or (e), without the written consent of each Lender or (xi) change the one-time funding of the Loans under Section 2.01, without the written consent of each Lender. No failure on the part of the Lenders or the Administrative Agent ifto exercise, upon giving effect to such amendment and restatementno delay in exercising, such Lender any right hereunder or under any other Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder or under any other Transaction Document preclude any other or further exercise thereof 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 exercise of any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may beright.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
