Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.2. (b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.2) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 3 contracts
Samples: Credit Agreement (Footstar Inc), Credit Agreement (Footstar Inc), Debt Agreement (Footstar Inc)
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 2 contracts
Samples: Credit Agreement (Jo-Ann Stores Inc), Credit Agreement (Jo-Ann Stores Inc)
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.2.
(b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.2) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 2 contracts
Samples: Debt Agreement (Footstar Inc), Exit Credit Agreement (Footstar Inc)
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents shall (A) within a reasonable time after obtaining actual knowledge thereof, notify the Lenders thereof, and (B) (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it they shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawfulunlawful or commercially unreasonable.
Appears in 2 contracts
Samples: Credit Agreement (Petsmart Inc), Credit Agreement (Petsmart Inc)
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents Agent for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents Agent for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents Agent shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents Agent shall have received such directions, the Agents Agent may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents Agent be required to comply with any such directions to the extent that the Agents believe Agent believes that the Agents' Agent's compliance with such directions would be unlawful.
Appears in 2 contracts
Samples: Credit Agreement (Dillards Inc), Credit Agreement (Dillards Inc)
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' ’ compliance with such directions would be unlawful.
Appears in 2 contracts
Samples: Credit Agreement (Dri I Inc), Credit Agreement (Wet Seal Inc)
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 1 contract
Samples: Credit Agreement (Tweeter Home Entertainment Group Inc)
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Supermajority LendersTranche B Lender, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders Tranche B Lender, and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.2.
(b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.2) take such action with respect thereto as may be reasonably directed by the Required LendersLenders or the Tranche B Lender pursuant to Section 7.2, as applicable; PROVIDED THAT unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawfulunlawful or commercially unreasonable.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Lamonts Apparel Inc)
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.2SECTION 9.02.
(b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.2SECTION 9.02 and the Collateral Agency Agreement) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' ’ compliance with such directions would be unlawful.
Appears in 1 contract
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders, and (iii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of all of the Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of all such Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.
(b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.2) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 1 contract
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents shall (A) within a reasonable time after obtaining actual knowledge thereof, notify the Lenders thereof, and (B) (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it they shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' ’ compliance with such directions would be unlawfulunlawful or commercially unreasonable.
Appears in 1 contract
Samples: Credit Agreement (Petsmart Inc)
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it they shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 1 contract
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents Administrative Agent or the Canadian Agent, as applicable, for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents Administrative Agent or the Canadian Agent, as applicable, for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(b) Upon the occurrence of an Event of Default, the Agents Administrative Agent shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents Administrative Agent shall have received such directions, the Agents Administrative Agent may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents Administrative Agent be required to comply with any such directions to the extent that the Agents believe Administrative Agent believes that the Agents' its compliance with such directions would be unlawful.
Appears in 1 contract
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.29.02.
(bii) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it they shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 1 contract
Agreement of Required Lenders. (ai) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Majority Term Lenders, action shall be taken by the Agents Agent for and on behalf or for the benefit of all Lenders upon the direction of the Required Majority Term Lenders, and any such action shall be binding on all Lenders, Lenders and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Supermajority Majority Lenders, action shall be taken by the Agents Agent for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders Majority Lenders, and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.210.01.
(b) Upon the occurrence of an Event of Default, the Agents Agent shall (subject to the provisions of Section 10.210.1) take such action with respect thereto as may be reasonably directed by the Required LendersMajority Lenders or the Majority Term Lenders pursuant to Section 8.4, as applicable; PROVIDED THAT provided that unless and until the Agents Agent shall have received such directions, the Agents Agent may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents Agent be required to comply with any such directions to the extent that the Agents believe Agent believes that the Agents' Agent's compliance with such directions would be unlawfulunlawful or commercially unreasonable.
Appears in 1 contract
Samples: Debt Agreement (WHX Corp)
Agreement of Required Lenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Revolving Credit Lenders or Required Supermajority Revolving Credit Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Revolving Credit Lenders or Required Supermajority Revolving Credit Lenders, as applicable, and any such action shall be binding on all Lenders, and (aii) Upon upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.2.
(b) 9.02(b). Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.29.02) take such action with respect thereto as may be reasonably directed by the Required Revolving Credit Lenders; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' ’ compliance with such directions would be unlawful.
Appears in 1 contract
Samples: Credit Agreement (Wet Seal Inc)
Agreement of Required Lenders. (a) Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Revolving Credit Lenders or Required Supermajority Revolving Credit Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Revolving Credit Lenders or Required Supermajority Revolving Credit Lenders, as applicable, and any such action shall be binding on all Lenders, (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Term Loan Agent or the Tranche B Term Lender, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Term Loan Agent or the Tranche B Term Lender, as applicable, and any such action shall be binding on all Lenders, and (iii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of only the Required Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Lenders, and any such action shall be binding on all Lenders, and (ii) upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Required Supermajority Lenders, action shall be taken by the Agents for and on behalf or for the benefit of all Lenders upon the direction of the Required Supermajority Lenders and any such action shall be binding on all Lenders. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 10.2SECTION 9.02.
(b) Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 10.2SECTION 9.02) take such action with respect thereto as may be reasonably directed by the Required Lenders, or the Term Loan Agent pursuant to SECTION 7.03, as applicable; PROVIDED THAT provided that unless and until the Agents shall have received such directions, the Agents may (but shall not be obligated to) take such action as it shall deem advisable in the best interests of the Lenders. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that the Agents' compliance with such directions would be unlawful.
Appears in 1 contract
Samples: Credit Agreement (Tweeter Home Entertainment Group Inc)