Affiliate Lenders. (a) Each Lender who is an Affiliate of the Borrower, excluding (x) Holdings, the Borrower and their respective Subsidiaries and (y) any Debt Fund Affiliate Lender (each, an “Affiliate Lender”; it being understood that (x) neither Holdings, the Borrower, nor any of their Subsidiaries may be Affiliate Lenders and (y) Debt Fund Affiliate Lenders and Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section 9.21), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action (1) described in clauses (i), (ii), (iii) or (iv) of the first proviso of Section 9.08(b) or (2) that affects such Affiliate Lender (in its capacity as a Lender) in a disproportionately adverse manner as compared to other Lenders, such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliate Lender and in the name of such Affiliate Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).
(b) Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (a) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (b) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made availab...
Affiliate Lenders. (a) Each Lender who is an Affiliate of the Borrower, excluding (x) Holdings, the Borrower and their respective Subsidiaries and (y) any Debt Fund Affiliate Lender (each, an “Affiliate Lender”; it being understood that (x) neither Holdings, the Borrower, nor any of their Subsidiaries may be Affiliate Lenders and (y) Debt Fund Affiliate Lenders and Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this
Affiliate Lenders. (a) Each Lender who is an Affiliate of the Borrower, excluding (x) Holdings, the Borrower and their respective Subsidiaries and (y) any Debt Fund Affiliate Lender (each, an “Affiliate Lender”; it being understood that (x) neither Holdings, the Borrower, nor any of their Subsidiaries may be Affiliate Lenders and (y) Debt Fund Affiliate Lenders and Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section 9.21), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document,
Affiliate Lenders. The following new Section 9.18 shall be added immediately after Section 9.17 of the Credit Agreement:
Affiliate Lenders. (a) Each Lender who is an Affiliate of the Borrowers (each, an “Affiliate Lender”; it being understood that neither the Borrowers, nor any of the Subsidiaries may be Affiliate Lenders), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clauses (i), (ii) or (iii) of the first proviso of Section 10.08(b), such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders. Subject to clause (c) below, the Borrowers and each Affiliate Lender hereby agree that if a case under Title 11 of the United States Code is commenced against a Borrower, such Borrower shall seek (and each Affiliate Lender shall
Affiliate Lenders. An Affiliate Lender may be an Agreed-Upon Indebtedness Lender, and in such event the Affiliate Lender shall have all of the rights of an Agreed-Upon Indebtedness Lender. At any time that an Affiliate Lender is an Agreed-Upon Indebtedness Lender, the terms of the Agreed-Upon Indebtedness shall be no more burdensome to Landlord than the terms of any Agreed-Upon Indebtedness Documents for the benefit of the most senior Third Party Lender, subject to the following conditions:
(a) The lien granted by Landlord according to Section 10.3 of this Agreement and any other security for the Agreed-Upon Indebtedness owed to any Affiliate Lender shall be subordinate to the lien and other security relating to any Agreed-Upon Indebtedness owed to any Third Party Lender.
(b) The Agreed-Upon Indebtedness Documents with respect to Agreed-Upon Indebtedness owed to an Affiliate Lender shall provide that, after (i) a default in the payment or performance of any then outstanding obligations owed to Landlord by Tenant, Intrawest Development Corp., Intrawest Holdings, Intrawest Corporation, or any of their affiliates, (ii) notice to the defaulting party describing the nature of such default, and (iii) the expiration of any period to cure such default provided under the agreements or documents creating, evidencing or securing such obligations, the Landlord shall have the right to set off a credit against the Agreed-Upon Indebtedness owed to such Affiliate Lender in an amount equal to any sums past due or otherwise then immediately payable with respect to any such outstanding obligations owed to Landlord by Tenant, Intrawest Development Corp., Intrawest Holdings, Intrawest Corporation, or any of their affiliates. Any amount so set off or credited shall be applied first to any costs and charges of enforcing Landlord’s rights and remedies, then to accrued interest, and last to principal.
(c) Any Agreed-Upon Indebtedness owed to an Affiliate Lender, if not refinanced at an earlier date with Agreed-Upon Indebtedness advanced by a Third Party Lender, shall be due and payable at the earlier of (i) immediately upon the ordinary expiration of the Term of this Agreement, as the same may be extended, or (ii) one (1) year after the date of any early termination of this Agreement.
(d) If, at the time an Affiliate Lender advances any Agreed-Upon Indebtedness, Landlord owes no Agreed-Upon Indebtedness to any Third Party Lender, the Agreed-Upon Indebtedness Documents relating to the Agreed-Upon Ind...
Affiliate Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender is an Affiliate Lender, then so long as such Lender is an Affiliate Lender, the Commitment and Credit Exposure of such Affiliate Lender shall not be included in determining whether all Lenders, Super-Majority Lenders or the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02), provided that (a) any waiver, consent, amendment or modification pursuant to Section 10.02 requiring the consent of each Lender, such Lender or each affected Lender shall require the consent of such Affiliate Lender (except in respect of (x) any release of any Credit Party from its obligations under the Loan Documents or (y) any release of any of the Collateral) and (b) the Commitment of such Affiliate Lender may not be increased or extended without the consent of such Affiliate Lender.
Affiliate Lenders. Section 10.7(b) of the Lease Agreement is hereby amended to add the words “Intrawest US Holdings,” after the words “Intrawest Holdings” in clauses (i) and (iii) of such section.
Affiliate Lenders. Section 2.20 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
Affiliate Lenders. The ability of the Affiliate Lenders to provide Additional Loans and Additional Commitments shall be subject to the restrictions with respect to Affiliate Lenders set forth in Section 10.1(d), 10.6(i) and 10.6(j).
