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:
i) no reduction in the interest rates on or any fees relating to the Loans shall be made;
ii) no extension or postponement shall be made of the stated time of payment of the principal amount of, interest on, or fees payable to the Lenders relating to the Term Loans;
iii) no change in the principal amount of the Term Loans and extension of the Term Loan Maturity Date shall be made;
iv) no release of all or substantially all of the collateral security for, or any guarantor of, the Lender Obligations shall be made;
v) no change in the definition of the term "Majority Lenders" shall be made;
vi) approval of new Projects other than Fully Funded Projects; and
vii) disbursements from the General Cash Collateral Account.
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).
(2) Notwithstanding Sections 13.09(1), without the consent of all the Lenders the Agent may not take the following actions:
(a) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Credit Facilities or the Commitments, reduce the fees payable, interest rates or Applicable Margin with respect to the Credit Facilities, extend any date fixed for payment of principal or interest relating to the Credit Facilities, extend the repayment dates of the Credit Facilities, change the type or currency of Advances available or the notice periods, or change the definition of Majority Lenders;
(b) discharge, terminate or waive any material part of the Security, or amend any of the Security in a manner that would have that effect, other than pursuant to the terms hereof (including, without limitation, pursuant to Sections 9.04(1), 9.04(22) or 9.05 thereof);
(c) amend this Section 13.09; and
(d) amend Article 6.
(3) An instrument in writing from the Majority Lenders or, where applicable, all of the Lenders as provided for in this Section 13.09 (any such instrument in writing being an “Approval Instrument”) will be binding upon all of the Lenders, and the Agent (subject to the provisions for its indemnity contained in this Agreement) will be bound to give effect thereto accordingly. For greater certainty, to the extent so authorized in the Approval Instrument, the Agent will be entitled (but not obligated) to execute and deliver on behalf of the Agent and all of the Lenders, without the requirement for the execution by any other Lender or Lenders, any consents, waivers, documents or instruments (including without limitation any amendment to any of the Credit Documents) necessary or advisable in the opinion of the Agent to give effect to the matters approved by the Majority Lenders or all of the Lenders, as the case may be, in any Approval Instrument.
Actions by Lenders. (a) Any approval (including without limitation any approval of or authorization for any amendment to any of the Credit Documents), waiver, consent, instruction or other expression of the Lenders hereunder may be obtained by an instrument in writing signed in one or more counterparts by the Required Lenders (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimile).
(b) Any approval (including without limitation any approval of or authorization or any amendment to any of the Credit Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing not less than 66 2/3% of all the Revolving Commitments of the Lenders under the Credit. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three Lenders. Every such meeting shall be held at such reasonable place as the Administrative Agent may approve. At least seven days notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meeting. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person nominated in writing by the Administrative Agent shall be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 of its Revolving Commitments under the Credit. In respect of all matters concerning the convening, holding and adjourning of Lenders' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection as it shall deem expedient and any regulations so made by the Administrative Agent shal...
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 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 Borrowers and the Majority Lenders; provided, however, that without the written consent of all Lenders, or in the case of Swingline Loans or Letters of Credit the applicable Swingline Lender or Issuing Bank:
(a) no reduction in or waiver or forgiveness of the principal of, accrued interest in the interest rates on or any fees relating to the Revolving Credit Advances, the Swingline Loans or the Letters of Credit, shall be made;
(b) no extension or postponement shall be made of the stated time of payment of the scheduled payments of principal of, interest on, or fees payable to the Lenders relating to the Revolving Credit Advances, Swingline Loans or Letters of Credit;
(c) no increase in the Maximum Revolving Credit Amount except in accordance with Section 2.18 hereof, or extension of the Revolving Credit Termination Date shall be made;
(d) no release of all or substantially all of the collateral security for, or any guarantor of, the Lender Obligations shall be made;
(e) no change in the definition of the term "Majority Lenders" shall be made; and
(f) no change in the provisions of this Section 11.1 shall be made. Any Lender that fails to perform its obligations under this Agreement (a "Defaulting Lender") shall not have any right to consent to any amendment, approval or waiver hereunder.
Actions by Lenders. 87 Section 11.2 Actions by Borrowers.............................................88 ARTICLE 12.
Actions by Lenders. 45 Section 11.2.
Actions by Lenders. 46 8.2. Actions by Parent or Borrowers....................................46 SECTION IX
Actions by Lenders. 82 Section 8.2. Actions by Loan Parties.......................................83
Actions by Lenders. Provisions for Benefit of Lenders Only 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 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 -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 -and- THE BANK OF NOVA SCOTIA, as co-documentation agent for the Lenders - and- ROYAL BANK OF CANADA, as co-documentation agent for the Lenders -and- BANK OF AMERICA, NATIONAL ASSOCIATION, CANADA BRANCH, as co-lead arranger and syndication agent for the Lenders -and- COMMERCE, as co-lead arranger and administrative agent for the Lenders in the manner and to the extent described in Article Twelve
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 Loan Parties 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 Loan Parties and the Majority Lenders; provided, however, that without the written consent of all Lenders:
(a) no reduction in the interest rates on or any fees relating to the Revolving Credit Advances shall be made;
(b) no extension or postponement shall be made of the stated time of payment of the principal amount of, interest on, or fees payable to the Lenders relating to the Revolving Credit Advances;
(c) no increase in the Maximum Revolving Credit Amount, or extension of the Revolving Credit Termination Date shall be made;
