Actions by Lenders. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Lenders, including without limitation under Section 11.2, may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the Majority Lenders; provided, however, that without the written consent of all Lenders:
Actions by Lenders. (1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Documents), instruction or other expression of the Lenders under any of the Credit Documents may be obtained by an instrument in writing signed in one or more counterparts by the Majority Lenders, or where required by Section 13.09(2) all of the Lenders (which instrument in writing, for greater certainty, may be delivered by facsimile).
Actions by Lenders. 44 Section 11.2. Actions by Borrower................................45
Actions by Lenders. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Lenders, including without limitation under Section 11.2, may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by American Ski or any Restricted Subsidiary of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of American Ski, the Borrowers and the Majority Lenders; PROVIDED, HOWEVER, that (a) no amendment of Section 2.18 may be made without the consent of the Swing Line Lender, (b) no amendment of Article 13 may be made without the consent of the Agent and (c) without the written consent of all Lenders:
Actions by Lenders. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Agent may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by Borrower or any Subsidiary of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the Majority Lenders; PROVIDED, HOWEVER, that no amendment of Article 15 may be made without the consent of the Agent without the written consent of all Lenders:
Actions by Lenders. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement or in any other Bank Agreement to be given by the Banks, including under Section 11.2, may be given, and any term or condition of this Agreement or of any Bank Agreement may be amended, and the performance or observance by the Loan Parties or any Affiliate Guarantor of any term of this Agreement or any other Bank Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Banks; PROVIDED, HOWEVER, that without the written consent of all of the Banks:
Actions by Lenders. 49 8.2. Actions by Parent or Borrowers.......................................... 49
Actions by Lenders. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Lenders, including without limitation under Section 8.2, may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein, including the Master Assignment, the Master Sublease, and the Subsidiary Inventory Security Agreement, may be amended, and the performance or observance by the Parent or the Borrowers of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Parent, the Borrowers and the Majority Lenders provided, however, that without the written consent of all Lenders:
Actions by Lenders. 55 Section 11.2
Actions by Lenders. Section 12.11 Provisions for Benefit of Lenders Only ARTICLE Thirteen MISCELLANEOUS Section 13.01 Participations, Assignments and Transfers Section 13.02 Waiver Section 13.03 Further Assurances Section 13.04 Notices Section 13.05 Domicile of Accommodation Section 13.06 Disclosure and Confidentiality Section 13.07 Survival Section 13.08 Quantities of Documents Section 13.09 Reproduction of Documents Section 13.10 Counterparts Section 13.11 Benefit of Agreement SCHEDULE 1 revolving Commitments SCHEDULE 2 Lenders SCHEDULE 3 Guaranteeing Subsidiaries SCHEDULE 4 Permitted Liens SCHEDULE 5 Notice of Availment SCHEDULE 6 Corporate Structure of the Borrower and its Subsidiaries SCHEDULE 7 Environmental Disclosure SCHEDULE 8 Compliance Certificate SCHEDULE 9 fORM OF uNDERTAKING OF aSSIGNEE lENDER SCHEDULE 10 Material and Unrestricted Subsidiaries SCHEDULE 11 ADHESION AGREEMENT THIS CREDIT AGREEMENT dated as of July 14, 2005. A M O N G: MDS INC., a corporation existing under the laws of Canada, as the borrower OF THE FIRST PART -and- CANADIAN IMPERIAL BANK OF COMMERCE; XXX XXXX XX XXXX XXXXXX; XXXXX XXXX XX XXXXXX; JPMORGAN CHASE BANK, N.A., TORONTO BRANCH; BANK OF TOKYO - MITSUBISHI (CANADA); HSBC BANK CANADA; BANK OF AMERICA, NATIONAL ASSOCIATION, CANADA BRANCH; BNP PARIBAS (CANADA); THE TORONTO-DOMINION BANK together with such other Lenders as may become parties hereto pursuant to Article Thirteen hereof OF THE SECOND PART -and- THE BANK OF NOVA SCOTIA, as co-documentation agent for the Lenders OF THE THIRD PART - and- ROYAL BANK OF CANADA, as co-documentation agent for the Lenders OF THE FOURTH PART -and- BANK OF AMERICA, NATIONAL ASSOCIATION, CANADA BRANCH, as co-lead arranger and syndication agent for the Lenders OF THE FIFTH PART -and- CANADIAN IMPERIAL BANK OF COMMERCE, as co-lead arranger and administrative agent for the Lenders in the manner and to the extent described in Article Twelve OF THE SIXTH PART
