Amendment, Supplement or Waiver. (a) The Ambac Note Issuer and the Holder may amend or supplement this Note and the Holder may waive any existing default or Event of Default or noncompliance by the Ambac Note Issuer with any provision of this Note, in each case, in writing; provided that any such amendment, supplement or waiver will only be effective if the Note Collateral Agent (acting on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% in aggregate principal amount of Secured Notes then Outstanding) shall have provided a written consent thereto; provided, further, that the consent of the Note Collateral Agent (acting on behalf of each affected Secured Noteholder) shall be required for any amendment, supplement or waiver that: A. reduces the rate of or extend the time for payment of interest on this Note; B. reduces the principal of or extend the Maturity Date of this Note; C. modifies the terms of Section 3 hereof; D. makes this Note payable in money other than that stated in this Note; or E. modifies the terms of this Section 11. Notwithstanding anything to the contrary in the foregoing, without the consent of the Note Collateral Agent acting on behalf of holders of Secured Notes holding at least 80.0% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1) release all or substantially all of the Collateral from the Liens granted hereby, (2) change or alter the priority of the security interests in the Collateral in any manner adverse to the Secured Noteholders in any material respect, or (3) otherwise modify any provisions herein dealing with the Collateral that would adversely affect the Secured Noteholders in any material respect, in each case, other than in accordance with the terms hereof. (b) Any amendments, supplements or waivers in respect of this Note that have not been effected in accordance with Section 11.A shall be void ab initio. (c) The Trustee under the Secured Notes, the Note Collateral Agent under the Secured Notes, and the holders of Secured Notes are third-party beneficiaries of this Section 11.
Appears in 3 contracts
Samples: Promissory Note and Security Agreement (Ambac Financial Group Inc), Indenture (Ambac Financial Group Inc), Promissory Note and Security Agreement (Ambac Financial Group Inc)
Amendment, Supplement or Waiver. (a) The Ambac Note Issuer and the Holder may amend or supplement this Note and the Holder may waive any existing default or Event of Default or noncompliance by the Ambac Note Issuer with any provision of this Note, in each case, in writing; provided that any such amendment, supplement or waiver will only be effective if the Note Collateral Agent (acting on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% 50% in aggregate principal amount of Secured Notes then Outstanding) shall have provided a written consent thereto, except with respect to any amendment or supplement in accordance with any Benchmark Replacement Conforming Changes in connection with a Benchmark Transition Event; provided, further, that the consent of the Note Collateral Agent (acting on behalf of each affected Secured Noteholder) shall be required for any amendment, supplement or waiver that:
A. reduces the rate of or extend extends the time for payment of interest on this Note, except in accordance with any Benchmark Replacement Conforming Changes in connection with a Benchmark Transition Event;
B. reduces the principal of or extend extends the Maturity Date of this Note;
C. modifies the terms of Section 3 hereof;
D. makes this Note payable in money other than that stated in this Note; or
E. modifies the terms of this Section 1110. Notwithstanding anything to the contrary in the foregoing, without the consent of the Note Collateral Agent acting on behalf of holders of Secured Notes holding at least 80.066 2/3% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1) release all or substantially all of the Collateral from the Liens granted hereby, (2) change or alter the priority of the security interests in the Collateral in any manner adverse to the Secured Noteholders in any material respect, or (3) otherwise modify any provisions herein dealing with the Collateral that would adversely affect the Secured Noteholders in any material respect, in each case, other than in accordance with the terms hereof.
(b) Any amendments, supplements or waivers in respect of this Note that have not been effected in accordance with Section 11.A 10(a) shall be void ab initio.
(c) The Trustee under the Secured Notes, the Note Collateral Agent under the Secured Notes, and the holders of Secured Notes Noteholders are third-party beneficiaries of this Section 1110.
Appears in 1 contract
Samples: Promissory Note and Security Agreement (Ambac Financial Group Inc)
Amendment, Supplement or Waiver. (a) The Ambac Note Issuer and the Holder may amend or supplement this Note and the Holder may waive any existing default or Event of Default or noncompliance by the Ambac Note Issuer with any provision of this Note, in each case, in writing; provided that any such 10.2.1 No amendment, supplement or waiver will only of any provision of any Loan Document, nor any consent to any departure by a Restricted Party therefrom, shall in any event be effective if unless it is in writing, makes express reference to the Note Collateral provision affected thereby and is signed by the Agent (acting for and on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% the Lenders or the Required Lenders, as the case may be, and then that waiver or consent shall be effective only in aggregate principal amount of Secured Notes then Outstanding) the specific instance and for the specific purpose for which given. In addition, any amendment or supplement shall have provided a require the written consent thereto; provided, further, that the consent of the Note Collateral Agent (acting on behalf of each affected Secured Noteholder) shall be required for any amendment, supplement or waiver that:
A. reduces the rate of or extend the time for payment of interest on this Note;
B. reduces the principal of or extend the Maturity Date of this Note;
C. modifies the terms of Section 3 hereof;
D. makes this Note payable in money other than that stated in this Note; or
E. modifies the terms of this Section 11. Notwithstanding anything parties to the contrary Loan Document in the foregoing, without the consent question. No waiver or act or omission of the Note Collateral Agent acting on behalf Agent, the Lenders, or any of holders of Secured Notes holding at least 80.0% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer them, shall extend to or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1) release all or substantially all of the Collateral from the Liens granted hereby, (2) change or alter the priority of the security interests in the Collateral be taken in any manner adverse whatsoever to affect any subsequent Default or breach by a Restricted Party of any provision of any Loan Document or the rights resulting therefrom.
10.2.2 The Borrowers may at any time, by written request to the Secured Noteholders Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 10.2.1. A copy of the Unanimous Lender Request shall be provided by the Agent to each of the Lenders. Each Lender may in its sole discretion and provided there is any material respectDefault outstanding hereunder, by written notice to the Agent (the “Unanimous Lender Response Notice”), within 10 Banking Days of the Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Applicable Percentages that in the aggregate are greater than 30% of the aggregate Commitments of all Lenders under the Credit do not approve the Unanimous Lender Request, the Agent shall notify the Borrowers and the Lenders that the Unanimous Lender Request has been declined;
10.2.3 If Lenders with Applicable Percentages that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Commitments of all Lenders under the Credit approve the Unanimous Lender Request within the Unanimous Lender Response Period (3the “Approving Lenders”), the following shall apply:
(a) otherwise modify any provisions herein dealing with On or before the Collateral second Banking Day after the Unanimous Lender Response Period, the Agent shall give written notice (the “Acquisition Request Notice”) to the Borrowers and each Lender identifying the Approving Lenders and Lender or Lenders that would adversely affect have declined or are deemed to have declined the Secured Noteholders in any material respect, in each case, other than in accordance with Unanimous Lender Request (the terms hereof“Declining Lenders”) and their respective Commitments.
(b) Any amendmentsApproving Lender may, supplements at its option, acquire all or waivers any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 Banking Days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then the portions of the Available Amount allocated to such Approving Lenders shall be determined by the Borrowers in respect consultation with the Agent. On or before the second Banking Day following the Acquisition Deadline, the Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of this Note that have not been effected each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 11.A shall be void ab initio.
10(b) of the Provisions. If the Available Amount is not completely acquired by the Approving Lenders, the Borrowers, in consultation with the Agent, may locate other Persons (c“Substitute Lenders”) The Trustee who qualify as Lenders and are satisfactory to (i) the Agent, (ii) any Issuing Bank and (iii) the Overdraft Lender, each acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Secured Notes, Loan Documents on the Note Collateral Agent under date which is fifteen days following the Secured Notes, and Acquisition Deadline in accordance with the holders procedures set out in Section 10(b) of Secured Notes are third-party beneficiaries of this Section 11.the
Appears in 1 contract
Samples: Credit Agreement (ATS Corp /ATS)
Amendment, Supplement or Waiver. (a) The Ambac Note Issuer and the Holder may amend or supplement this Note and the Holder may waive any existing default or Event of Default or noncompliance by the Ambac Note Issuer with any provision of this Note, in each case, in writing; provided that any such amendment, supplement or waiver will only be effective if the Note Collateral Agent (acting on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% 66 2⁄3% in aggregate principal amount of Secured Notes then Outstanding) shall have provided a written consent thereto; provided, further, that the consent of the Note Collateral Agent (acting on behalf of each affected Secured Noteholder) shall be required for any amendment, supplement or waiver that:
A. reduces the rate of or extend the time for payment of interest on this Note;
B. reduces the principal of or extend the Maturity Date of this Note;
C. modifies the terms of Section 3 hereof;
D. makes this Note payable in money other than that stated in this Note; or
E. modifies the terms of this Section 11. Notwithstanding anything to the contrary in the foregoing, without the consent of the Note Collateral Agent acting on behalf of holders of Secured Notes holding at least 80.0% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1) release all or substantially all of the Collateral from the Liens granted hereby, (2) change or alter the priority of the security interests in the Collateral in any manner adverse to the Secured Noteholders in any material respect, or (3) otherwise modify any provisions herein dealing with the Collateral that would adversely affect the Secured Noteholders in any material respect, in each case, other than in accordance with the terms hereof.
(b) Any amendments, supplements or waivers in respect of this Note that have not been effected in accordance with Section 11.A shall be void ab initio.
(c) The Trustee under the Secured Notes, the Note Collateral Agent under the Secured Notes, and the holders of Secured Notes are third-party beneficiaries of this Section 11.
Appears in 1 contract
Samples: Rehabilitation Exit Support Agreement (Ambac Financial Group Inc)
Amendment, Supplement or Waiver. (a) The Ambac Note Issuer Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 4.21, 6.04 and 6.07 hereof, the Holder may amend or supplement this Note and Holders of a majority in principal amount of the Holder Notes then outstanding voting as a single class may waive any existing default or Event of Default or noncompliance compliance in a particular instance by the Ambac Note Issuer Company with any provision of this NoteIndenture or the Notes. Notwithstanding anything to the contrary herein, in without the consent of each caseHolder affected, in writing; provided that an amendment or waiver under this Section 9.02 may not (with respect to any such Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver will only be effective if waiver;
(b) reduce the principal of or change the fixed maturity of any Note Collateral Agent (acting on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% in aggregate principal amount of Secured Notes then Outstanding) shall have provided a written consent thereto; provided, further, that the consent or alter or waive any of the Note Collateral Agent provisions with respect to the redemption of the Notes, except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;
(acting on behalf of each affected Secured Noteholderc) shall be required for any amendment, supplement or waiver that:
A. reduces reduce the rate of or extend change the time for payment of interest interest, including default interest, on this any Note;
B. reduces (d) waive a Default or Event of Default in the payment of principal of or extend premium, if any, or interest on the Maturity Date Notes (except a rescission of this Noteacceleration of the Notes by the Holders of at least a majority in principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
C. modifies the terms of Section 3 hereof;
D. makes this (e) make any Note payable in money other than that stated in the Notes;
(f) make any change in the provisions of this NoteIndenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes;
(g) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions; or
E. modifies the terms of this Section 11. Notwithstanding anything to the contrary in the foregoing, without the consent of the Note Collateral Agent acting on behalf of holders of Secured Notes holding at least 80.0% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1h) release all any Guarantor from any of its obligations under its Subsidiary Guarantee or substantially all of the Collateral from the Liens granted herebythis Indenture, (2) change or alter the priority of the security interests in the Collateral in any manner adverse to the Secured Noteholders in any material respect, or (3) otherwise modify any provisions herein dealing with the Collateral that would adversely affect the Secured Noteholders in any material respect, in each case, other than except in accordance with the terms hereof.
(b) Any amendments, supplements or waivers in respect of this Note that have not been effected in accordance with Section 11.A shall be void ab initioIndenture.
(c) The Trustee under the Secured Notes, the Note Collateral Agent under the Secured Notes, and the holders of Secured Notes are third-party beneficiaries of this Section 11.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Amendment, Supplement or Waiver. (a) The Ambac Note Issuer and the Holder may amend or supplement this Note and the Holder may waive any existing default or Event of Default or noncompliance by the Ambac Note Issuer with any provision of this Note, in each case, in writing; provided that any such 10.2.1 No amendment, supplement or waiver will only of any provision of any Loan Document, nor any consent to any departure by a Restricted Party therefrom, shall in any event be effective if unless it is in writing, makes express reference to the Note Collateral provision affected thereby and is signed by the Agent (acting for and on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% the Lenders or the Required Lenders, as the case may be, and then that waiver or consent shall be effective only in aggregate principal amount of Secured Notes then Outstanding) the specific instance and for the specific purpose for which given. In addition, any amendment or supplement shall have provided a require the written consent thereto; provided, further, that the consent of the Note Collateral Agent (acting on behalf of each affected Secured Noteholder) shall be required for any amendment, supplement or waiver that:
A. reduces the rate of or extend the time for payment of interest on this Note;
B. reduces the principal of or extend the Maturity Date of this Note;
C. modifies the terms of Section 3 hereof;
D. makes this Note payable in money other than that stated in this Note; or
E. modifies the terms of this Section 11. Notwithstanding anything parties to the contrary Loan Document in the foregoing, without the consent question. No waiver or act or omission of the Note Collateral Agent acting on behalf Agent, the Lenders, or any of holders of Secured Notes holding at least 80.0% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer them, shall extend to or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1) release all or substantially all of the Collateral from the Liens granted hereby, (2) change or alter the priority of the security interests in the Collateral be taken in any manner adverse whatsoever to affect any subsequent Default or breach by a Restricted Party of any provision of any Loan Document or the rights resulting therefrom.
10.2.2 The Borrowers may at any time, by written request to the Secured Noteholders Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 10.2.1. A copy of the Unanimous Lender Request shall be provided by the Agent to each of the Lenders. Each Lender may in its sole discretion and provided there is any material respectDefault outstanding hereunder, by written notice to the Agent (the “Unanimous Lender Response Notice”), within 10 Banking Days of the Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Applicable Percentages that in the aggregate are greater than 30% of the aggregate Commitments of all Lenders under the Credit do not approve the Unanimous Lender Request, the Agent shall notify the Borrowers and the Lenders that the Unanimous Lender Request has been declined;
10.2.3 If Lenders with Applicable Percentages that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Commitments of all Lenders under the Credit approve the Unanimous Lender Request within the Unanimous Lender Response Period (3the “Approving Lenders”), the following shall apply:
(a) otherwise modify any provisions herein dealing with On or before the Collateral second Banking Day after the Unanimous Lender Response Period, the Agent shall give written notice (the “Acquisition Request Notice”) to the Borrowers and each Lender identifying the Approving Lenders and Lender or Lenders that would adversely affect have declined or are deemed to have declined the Secured Noteholders in any material respect, in each case, other than in accordance with Unanimous Lender Request (the terms hereof“Declining Lenders”) and their respective Commitments.
(b) Any amendmentsApproving Lender may, supplements at its option, acquire all or waivers any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 Banking Days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then the portions of the Available Amount allocated to such Approving Lenders shall be determined by the Borrowers in respect consultation with the Agent. On or before the second Banking Day following the Acquisition Deadline, the Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of this Note that have not been effected each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 11.A shall be void ab initio.
(c10(b) The Trustee under the Secured Notes, the Note Collateral Agent under the Secured Notes, and the holders of Secured Notes are third-party beneficiaries of this Section 11.the
Appears in 1 contract
Amendment, Supplement or Waiver. (a) The Ambac Note Issuer and the Holder may amend or supplement this Note and the Holder may waive any existing default or Event of Default or noncompliance by the Ambac Note Issuer with any provision of this Note, in each case, in writing; provided that any such 10.2.1 No amendment, supplement or waiver will only of any provision of any Loan Document, nor any consent to any departure by a Restricted Party therefrom, shall in any event be effective if unless it is in writing, makes express reference to the Note Collateral provision affected thereby and is signed by the Agent (acting for and on behalf of holders of Secured Notes (“Secured Noteholders”) holding no less than 66⅔% the Lenders or the Required Lenders, as the case may be, and then that waiver or consent shall be effective only in aggregate principal amount of Secured Notes then Outstanding) the specific instance and for the specific purpose for which given. In addition, any amendment or supplement shall have provided a require the written consent thereto; provided, further, that the consent of the Note Collateral Agent (acting on behalf of each affected Secured Noteholder) shall be required for any amendment, supplement or waiver that:
A. reduces the rate of or extend the time for payment of interest on this Note;
B. reduces the principal of or extend the Maturity Date of this Note;
C. modifies the terms of Section 3 hereof;
D. makes this Note payable in money other than that stated in this Note; or
E. modifies the terms of this Section 11. Notwithstanding anything parties to the contrary Loan Document in the foregoing, without the consent question. No waiver or act or omission of the Note Collateral Agent acting on behalf Agent, the Lenders, or any of holders of Secured Notes holding at least 80.0% in principal amount of Secured Notes then Outstanding (including through consents obtained in connection with a tender offer them, shall extend to or exchange offer for Secured Notes), no amendment, supplement or waiver may make any change to this Note that would (1) release all or substantially all of the Collateral from the Liens granted hereby, (2) change or alter the priority of the security interests in the Collateral be taken in any manner adverse whatsoever to affect any subsequent Default or breach by a Restricted Party of any provision of any Loan Document or the rights resulting therefrom.
10.2.2 The Borrowers may at any time, by written request to the Secured Noteholders Agent (each, a “Unanimous Lender Request”), request an amendment or waiver that requires the prior written consent of each Lender pursuant to Section 10.2.1. A copy of the Unanimous Lender Request shall be provided by the Agent to each of the Lenders. Each Lender may in its sole discretion and provided there is any material respectDefault outstanding hereunder, by written notice to the Agent (the “Unanimous Lender Response Notice”), within 10 Banking Days of the Agent’s receipt of the Unanimous Lender Request (the “Unanimous Lender Response Period”), approve or decline the Unanimous Lender Request. If any Lender does not provide a Unanimous Lender Response Notice within the Unanimous Lender Response Period, such Lender shall be deemed to have declined the Unanimous Lender Request. If Lenders with Applicable Percentages that in the aggregate are greater than 30% of the aggregate Commitments of all Lenders under the Credit do not approve the Unanimous Lender Request, the Agent shall notify the Borrowers and the Lenders that the Unanimous Lender Request has been declined;
10.2.3 If Lenders with Applicable Percentages that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Commitments of all Lenders under the Credit approve the Unanimous Lender Request within the Unanimous Lender Response Period (3the “Approving Lenders”), the following shall apply:
(a) otherwise modify any provisions herein dealing with On or before the Collateral second Banking Day after the Unanimous Lender Response Period, the Agent shall give written notice (the “Acquisition Request Notice”) to the Borrowers and each Lender identifying the Approving Lenders and Lender or Lenders that would adversely affect have declined or are deemed to have declined the Secured Noteholders in any material respect, in each case, other than in accordance with Unanimous Lender Request (the terms hereof“Declining Lenders”) and their respective Commitments.
(b) Any amendmentsApproving Lender may, supplements at its option, acquire all or waivers any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 Banking Days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then the portions of the Available Amount allocated to such Approving Lenders shall be determined by the Borrowers in consultation with the Agent. On or before the second Banking Day following the Acquisition Deadline, the Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 10(b) of the Provisions. If the Available Amount is not completely acquired by the Approving Lenders, the Borrowers, in consultation with the Agent, may locate other Persons (“Substitute Lenders”) who qualify as Lenders and are satisfactory to (i) the Agent, (ii) any Issuing Bank and (iii) the Overdraft Lender, each acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is fifteen days following the Acquisition Deadline in accordance with the procedures set out in Section 10(b) of the Provisions. Any outstanding credit extended by the Declining Lenders to the Borrowers under the Credit which is not so acquired by Approving Lenders or Substitute Lenders may, at the option of the Borrowers, such option to be exercised within fifteen days following the Acquisition Deadline, but subject to the consent of the Approving Lenders, be permanently prepaid in full by the Borrowers and the amount of the Credit shall thereupon be reduced by the aggregate of the Commitments so cancelled. The Borrowers shall comply with Section 10(b) of the Provisions in connection with any such prepayment. As concerns any Bankers’ Acceptances or BA Equivalent Loans that otherwise would be subject to prepayment pursuant to this Section 10.2.3(b), the Borrowers shall forthwith pay to the Agent an amount equal to the aggregate of the aggregate face amount of such Bankers’ Acceptances and the aggregate principal amount of such BA Equivalent Loans, such amount to be held by the Agent against any amount owing by the Borrowers to such Declining Lenders in respect of this Note that have not been effected in accordance with Section 11.A such Bankers’ Acceptances and BA Equivalent Loans. Any such amount paid to the Agent shall be void ab initio.
(c) The Trustee held on deposit by the Agent until the maturity date of such Bankers’ Acceptances or BA Equivalent Loans, at which time it shall be applied against the indebtedness of the Borrowers to such Declining Lenders thereunder. While on deposit with the Agent, such amount shall bear interest at the rate applicable to short term deposits. As concerns any L/C that otherwise would be subject to prepayment pursuant to this Section 10.2.3(b), the Borrowers shall forthwith pay to the Issuing Bank an amount equal to the aggregate contingent liability of the relevant Declining Lenders under such Letter, such amount to be held by the Issuing Bank subject to Section 5.1. For certainty, upon the acquisition of the Available Amount by the Approving Lenders and/or the Substitute Lenders and, if applicable, repayment of outstanding credit extended by the Declining Lenders to the Borrowers under the Secured NotesCredit which is not so acquired, the Note Collateral Agent under Unanimous Lender Request shall be deemed to have been consented to by all of the Secured NotesLenders. If any Available Amount is neither (I) acquired by the Approving Lenders or Substitute Lenders or (II) permanently prepaid in full, and in each case pursuant to the holders of Secured Notes are third-party beneficiaries of this Section 11terms hereof, the Unanimous Lender Request shall be declined.
Appears in 1 contract
