Common use of Actions by Lenders Clause in Contracts

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.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Gerber Scientific Inc)

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Actions by Lenders. Except as otherwise expressly set forth in any particular provision of this Agreement, any Any consent or approval required or waiver permitted by this Agreement to be given by the Lenders, including without limitation under Section 11.2, Agent may be given, and any given by the Agent. Any term of this Agreement or of any other instrument related hereto or mentioned herein the Lender Agreements may be amendedamended unless otherwise specified herein, and the performance any waiver or observance by the Borrowers of any term of consent with respect to this Agreement or a Lender Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, granted by the Agent with the written consent of the Borrowers Borrower and the Majority LendersRequired Lenders except as provided in Section 15.7; providedPROVIDED, howeverHOWEVER, that no amendment of Article 15 may be made without the consent of the Agent, and none of the following may be made, without the written consent of all Lenders, or in as set forth for the case of Swingline Loans or Letters of Credit the applicable Swingline Lender or Issuing Bankparticular category set forth below: (a) no reduction in or waiver or forgiveness of the principal of, accrued interest in the interest rates on or any fees Fees or payments relating to the Revolving Credit Advances, Loans unless approved by all of the Swingline Loans or Lenders for the Letters of Credit, shall be madeparticular Tranche affected by the proposed action; (b) no extension or postponement shall be made of the stated time of payment of the scheduled payments of principal amount of, interest on, or fees Fees payable to the Lenders relating to the Revolving Credit Advances, Swingline Loans or Letters unless approved by all of Creditthe Lenders for the particular Tranche affected by the proposed action; (c) no increase change in the Maximum Revolving Credit Amount except in accordance with Section 2.18 hereof, or principal amount of the Loans and extension of the Revolving Credit Termination Date shall be madeLoan Maturity Dates unless approved by the A/B Lenders; (d) no release of all or substantially all of the collateral security for, Collateral unless approved by the A/B Lenders except for the release of all or any guarantor of, portions of the Lender Obligations shall Collateral pursuant to the sale thereof as permitted under Section 5.2 which may be madedone by the Agent; (e) no change in the definition of the term "Majority Required Lenders" shall be madeunless approved by the A/B Lenders; (f) Modifications of the Budget other than as permitted under Section 3.2 unless approved by the A/B Lenders; (g) Modification of the definitions of Net Collateral Proceeds or Net Inventory Proceeds unless approved by the A/B Lenders; and (fh) no change in Modification of the provisions of Sections 4.4 B; 4.4 C; and 4.4 D unless approved by the A/B Lenders. The A/B Lenders and the Borrower shall have the right to increase the amount of either the Tranche A Lender Obligations, Tranche B Lender Obligations, the Tranche A Interest Rate and the Tranche B Interest Rate or any other modification or amendment to this Section 11.1 Agreement other than as set forth in (a) and (b) above as to modifications of Tranche C, all without the approval or execution by the Tranche C Lenders. Upon such modification or amendment executed by the Borrower and the A/B Lenders, the terms and conditions thereof 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 hereunderautomatically binding and enforceable against the Tranche C Lenders.

Appears in 1 contract

Samples: Credit Agreement (American Skiing Co /Me)

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 11.28.2, 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 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 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 Advances or the Letters scheduled principal payments of Credit, the Term Loans 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 Advances or Letters of Creditthe Term Loans; (c) no increase in the Maximum Revolving Credit Amount except in accordance with Section 2.18 hereofAmount, or extension of the Revolving Credit Termination Date or the Term Loan Maturity Date shall be made; (d) no release of all or substantially all of the collateral security Credit 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 8.1 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 hereunderhereunder and such Defaulting Lender's consent shall not be required in connection with any decision of the Majority Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of Majority Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained, the Borrowers may, at their option, notify Agent and such non-consenting Lender of their intention to replace such Lender. So long as no Default or Event of Default has occurred and is continuing, the Borrowers, with the consent of Agent, may obtain, at the Borrowers' expense, a replacement Lender for the non-consenting Lender, which replacement Lender must be reasonably satisfactory to the Agent. If the Borrowers obtain a replacement Lender, the non-consenting Lender must sell and assign its interest in the Loans and the Lender Agreements to such replacement Lender for an amount equal to the principal balance of all Loans held by the non-consenting Lender and all accrued interest and fees with respect thereto through the date of such sale; provided, that the Borrowers shall have reimbursed such non-consenting Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment.

Appears in 1 contract

Samples: Credit Agreement (Booth Creek Ski Holdings Inc)

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 "“Lender Obligations” to delete any obligation therein shall be made; (f) no change to the provisions of Sections 2.13, 4.5(b), 4.5(c) or 10.3, in each case that would alter the pro rata sharing of payments required thereby, shall be made; (g) no change in the definition of the term “Majority Lenders" shall be made; and (fh) no change in the provisions of this Section 11.1 shall be made. Any A Defaulting 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.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Gerber Scientific Inc)

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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 LendersBanks, including without limitation under Section 11.2, may be given, and any term or condition of this Agreement or of any other instrument related hereto or mentioned herein Bank Agreement may be amended, and the performance or observance by the Borrowers 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 Borrowers and the Majority LendersRequired Banks; providedPROVIDED, howeverHOWEVER, that without the written consent of all Lenders, or in of the case of Swingline Loans or Letters of Credit the applicable Swingline Lender or Issuing BankBanks: (a) no reduction in of any principal of or waiver or forgiveness of the principal of, accrued interest in the interest rates on or any fees Commitment Fees relating to the Revolving Credit Advances, the Swingline Loans Commitment or the Letters of Credit, Loans shall be made; (b) no extension or postponement shall be made of the stated time of payment of the scheduled payments of principal amount of, interest on, Commitment Fees, or fees payable to the Lenders any other fee relating to the Revolving Credit Advances, Swingline Commitment or the Loans or Letters of Creditshall be made; (c) no increase in the Maximum Revolving Credit Amount except in accordance with Section 2.18 hereofamount, or extension of the term, of the Commitment beyond those provided for hereunder and no extension of the Revolving Credit Termination Date or the scheduled maturity of the Term Loans shall be made; (d) no release change in the definition of all or substantially all of the collateral security for, or any guarantor of, the Lender Obligations "Required Banks" shall be made; (e) no change in the definition release of any Loan Party, no release of all or substantially all of the term "Majority Lenders" Affiliate Guarantors from its or their obligations to make payment of the principal amount of interest on, Commitment Fees, or any other amount relating to the Commitment or the Loans and no release of all or substantially all of the security provided under the Saxet Mortgage Documents shall be made; and (f) no change in the provisions language 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.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Uno Restaurant Corp)

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 Lender Agreement to be given by the Lenders, including without limitation under Section 11.2, may be given, and any term or condition of this Agreement or of any other instrument related hereto or mentioned herein Lender Agreement may be amended, and the performance or observance by the Borrowers Borrower of any term of this Agreement or any other Lender 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; providedPROVIDED, howeverHOWEVER, that without the written consent of all of the 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 principal, interest rates, Revolving Credit Commitment Fee, Letter of the principal of, accrued interest in the interest rates on Credit Commitment Fee or any fees other fee relating to the Revolving Credit Advances, the Swingline Loans Commitments or the Letters of Credit, Advances shall be made; (b) no extension or postponement shall be made of the stated time of payment of the scheduled payments of principal amount of, interest on, or fees payable to the Lenders Revolving Credit Commitment Fee, Letter of Credit Commitment Fee or any other fee relating to the Revolving Credit Advances, Swingline Loans Commitments or Letters of Creditthe Advances shall be made; (c) no increase in the Maximum amount, or extension of the term, of the Revolving Credit Amount except in accordance with Section 2.18 hereof, or Commitments beyond those provided for hereunder and no extension of the Revolving Credit Termination Date shall be made; (d) no release of all or substantially all any portion of the collateral security for, or any guarantor of, for the Lender Obligations having a fair market value in excess of $1,000,000 in any calendar year shall be made, other than a release in connection with an Asset Disposition permitted by Section 9.4 hereof or approved by Majority Lenders; (e) no change in the definition of the term "Majority Lenders" shall be made; and (f) no change in the provisions language 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.

Appears in 1 contract

Samples: Credit Agreement (Ekco Group Inc /De/)

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