Common use of Actions by Lenders Clause in Contracts

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. (1) Any consentExcept 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 any approval of or authorization for any amendment to any of the Credit Documents)under Section 11.2, instruction or other expression of the Lenders under any of the Credit Documents may be obtained 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 an instrument American Ski or any Restricted Subsidiary of any term of this Agreement may be waived (either generally or in writing signed in one a particular instance and either retroactively or more counterparts by prospectively) with, but only with, the written consent of American Ski, the Borrowers and the Majority Lenders; PROVIDED, or where required by HOWEVER, that (a) no amendment of Section 13.09(2) all of the Lenders (which instrument in writing, for greater certainty, 2.18 may be delivered by facsimile). (2) Notwithstanding Sections 13.09(1), made without the consent of all the Lenders Swing Line Lender, (b) no amendment of Article 13 may be made without the consent of the Agent may not take and (c) without the following actionswritten consent of all Lenders: (ai) amend, modify, discharge, terminate no reduction in the interest rates on or waive any fees or refinancing premium relating to the Loans shall be made; (ii) no extension or postponement shall be made of the terms stated time of this Agreement if such amendmentpayment of the principal amount of, modificationinterest on, dischargeor fees payable to the Lenders or the Swing Line Lender relating to the Term Loans and the Revolving Credit Advances or the Swing Line Loans, termination respectively; (iii) no change in the Maximum Revolving Credit Amount or waiver would increase the principal amount of the Term Loans and extension of the Revolving Credit Facilities Termination Date or the Commitments, reduce the fees payable, interest rates Term Loan Maturity Date shall be made; (iv) no release of all 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 substantially all of the Credit Facilities, change the type or currency of Advances available or the notice periodscollateral security for, or any guarantor of, the Lender Obligations shall be made; (v) no change in the definition of the term "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" shall be made; and (dvi) amend Article 6. (3no change in the provisions of Section 12.1(a) An instrument in writing from the Majority Lenders or, where applicable, all of the Lenders as provided for in or this Section 13.09 (any such instrument in writing being an “Approval Instrument”) will 11.1 shall 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 Instrumentmade.

Actions by Lenders. (1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Loan Documents), instruction or other expression of the Lenders under any of the Credit Loan 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(211.09(2) all of the Lenders (which instrument in writing, for greater certainty, may be delivered by facsimile). (2) Notwithstanding Sections 13.09(111.09(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 Loan Facility or the Commitments, reduce the fees payable, or interest rates or Applicable Margin payable with respect to the Credit FacilitiesLoan Facility, extend any date fixed for payment of principal or interest relating to the Credit FacilitiesLoan Facility, extend the repayment dates of the Credit FacilitiesLoan Facility, change the type or currency of Advances available or the notice periodsperiods relating thereto, or change the definition of Majority Lenders; (b) discharge, terminate or waive release any material part of the Security, or amend any of the Security in a manner that would have that effect, Guarantees other than pursuant to the terms hereof (including, without limitation, pursuant to Sections 9.04(1), 9.04(22) or 9.05 thereof)hereof; (c) amend this Section 13.0911.09; and (d) amend Article 65. (3) An instrument in writing from the Majority Lenders or, where applicable, all of the Lenders as provided for in this Section 13.09 11.09 (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 Loan 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; provided that, no Approval Instrument shall amend, modify or otherwise affect the rights or duties of the Agent or the Lenders, as the case may be.

Actions by Lenders. (1a) Any consent, approval (including including, without limitation limitation, any approval of or authorization for any amendment to to, or supplement or discharge of, any of the Credit Documents, whether or not affecting the rights of the Lenders or any of them or the rights or obligations of the Credit Parties, Subsidiaries of the Credit Parties or any of them), waiver (including, without limitation, any waiver of the requirements of any Credit Document or any Default or Event of Default and whether with or without conditions), consent, instruction or other expression of the Lenders under or any of the Credit Documents may group thereof hereunder shall be obtained by an instrument in writing signed in one or more counterparts by the Majority Lenders, Required Lenders (or where if required by Section 13.09(212.12(c), the Required Facility Lenders or all the Lenders, as the case may be) all of the Lenders (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.9 and delivered by facsimile). (2b) Notwithstanding Sections 13.09(1Subject to any other provision of this Section 12.12, any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders (or, if required by Section 12.12(c), 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 Required Facility Lenders or all of the Lenders, as the case may be), shall be binding on all the Lenders and the Administrative Agent. (c) Notwithstanding Section 12.12(a), no approval, waiver, consent or instruction of the Required Lenders shall: (i) increase or decrease the principal amount of the outstanding Accommodation under any Tranche or Credit or change the scheduled or final Maturity Date of any Tranche or Credit, change the period during which Accommodation pursuant to the Seasonal Credit is available, change the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate or amount of any interest, fee or letter of credit commission payable hereunder or change the scheduled date of any payment thereof, increase or decrease the amount of any Lender’s Commitment, or amend, modify or waive any provision of any Credit Document requiring payments to be made to the Lenders based on their Pro Rata Share under a particular Tranche or Credit or all the Credits (including, without limitation, Section 10.4), in each case without the consent of all Lenders; (ii) amend, modify or waive any Approval Instrumentprovision of this Section 12.12(c) or reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under the Credit Documents, release any of the Collateral secured by the Security except as otherwise permitted by this Agreement or release any of the Credit Parties or Subsidiaries thereof from any of their obligations under the Credit Documents, in each case without the consent of all Lenders; (iii) reduce the percentage specified in the definition of Required Facility Lenders without the consent of all Lenders under each affected Tranche or Credit; (iv) amend, modify or waive any provision of Section 5.3, Section 5.4 or Section 5.7 without the consent of the Required Lenders and, with respect to the Term A Credit, the Required Facility Lenders under the Term A Credit; (v) amend, modify or waive any provision of Section 5.5 without the consent of the Required Lenders and, with respect to each of the Credits affected thereunder, the Required Facility Lenders under each such affected Credit; or (vi) amend, modify, or waive any provision of Section 5.6 or Section 5.8 without the consent of the Required Lenders and, with respect to each of the Operating Credit or Seasonal Credit affected thereunder, the Required Facility Lenders for each such affected Credit. (d) Notwithstanding Sections 12.12(a) and (c): (i) no amendment or waiver of Sections 12.1 to 12.11, and no amendment or waiver of the duties, rights or liabilities of the Administrative Agent under any of the Credit Documents, shall be made without the consent of the Administrative Agent; (ii) no amendment to, or waiver or postponement of, the terms and conditions of the Overdraft Tranche or any amendment to or waiver of any of the provisions of Section 10.3(1) shall be made or granted without the consent of the Overdraft Lender; and (iii) no amendment or waiver of any of the provisions of Section 2.11 or Section 2.12(a) shall be made or granted without the consent of the Overdraft Lender.

Actions by Lenders. (1) Any consentLender may from time to time, approval (including without limitation any approval notice or demand and without affecting the validity or enforceability of this Section 8 or authorization for any amendment giving rise to any limitation, impairment or discharge of the Credit Documents)Parent’s liability hereunder, 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) amendrenew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations, (b) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (c) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment of this Section 8 or the Guaranteed Obligations, (d) release, exchange, compromise, subordinate or modify, dischargewith or without consideration, terminate or waive any security for payment of the terms of this Agreement if such amendmentGuaranteed Obligations, modification, discharge, termination or waiver would increase the amount any other guaranties of the Credit Facilities Guaranteed Obligations, or the Commitments, reduce the fees payable, interest rates or Applicable Margin any other obligation of any Person with respect to the Credit FacilitiesGuaranteed Obligations, extend (e) enforce and apply any date fixed security now or hereafter held by or for payment the benefit of principal or interest relating to the Credit Facilities, extend the repayment dates any Lender in respect of the Credit Facilities, change the type or currency of Advances available this Section 8 or the notice periodsGuaranteed Obligations and direct the order or manner of sale thereof, or change exercise any other right or remedy that the definition of Majority Administrative Agent or the other Lenders; (b) discharge, terminate or waive any material part of the Security, or amend any of the Security in a manner that would them, may 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 (against 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 Lenderssecurity, as the case Administrative Agent in its discretion may bedetermine consistent with this Agreement and any applicable security agreement, in including foreclosure on any Approval Instrumentsuch security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (f) exercise any other rights available to the Administrative Agent or the other Lenders, or any of them, under the Loan Documents.

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; provided that, no Approval Instrument shall amend, modify or otherwise affect the rights or duties of the Agent, the Canadian Issuing Lenders, the Canadian Swingline Lender, the US Issuing Lenders or the US Swingline Lender without the prior written consent of the Agent, the Canadian Issuing Lenders, the Canadian Swingline Lender, the US Issuing Lenders or the US Swingline Lender, as the case may be.