Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing: (a) the release of the Borrower from any of its obligations hereunder; (b) the amendment of any of the provisions of this Agreement; (c) any time or other indulgence to be granted to the Borrower in respect of its obligations under this Agreement. 20.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent: (a) the making of any declaration by the Agent under Clause 12.2; (b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement; (c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2; (d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required. 20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either: (a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or (b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that: (i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax: (1) recommend a proposed course of action to be taken by the Lenders; and (2) specify a time limit (of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and (ii) where the approval of the Majority Lenders is required in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be).
Appears in 6 contracts
Samples: Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.)
Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) Any amendment to this Agreement relating to the release of following matters, and the Borrower from any of its obligations hereunder;
(b) the amendment granting of any of waiver or consent by the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower Lenders in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with such matters, shall require the following matters shall, in the absence of unanimous agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders thatLenders:
(i) where a decision changes to the interest rates and fees payable in respect of Facility 1;
(ii) increases in the maximum amount of credit available under Facility 1;
(iii) extensions of the maturity date of Facility 1;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) releases of all or any portion of the Security, except to the extent provided in paragraph (c) below;
(vi) the definitions of “Required Lenders” and “Proportionate Share” in section 1.01;
(vii) any provision of this Agreement which expressly states that the unanimous consent of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent required in accordance connection with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of any action to be taken or consent to be provided by the Lenders; and
(2viii) specify a this section 11.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time limit (to time without notice to or the consent of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted execute and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval deliver partial releases of the Majority Lenders is required Security in respect of any matteritem of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Lenders; and in releasing any such security the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this section 11.01, and except as otherwise specifically provided in this Agreement, any action to be taken or decision to be made by the Lenders pursuant to this Agreement (specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of a Default or Event of Default, the approval issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be deemed effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
(e) Any action to have been given as soon as be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to paragraph 11.06(l) or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour by a written instrument executed by all of the proposal so that Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to paragraph 11.06(l) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be) may act on the basis of such votes without having to wait for the response of (be executed by fax or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)pdf and in counterparts.
Appears in 1 contract
Decision Making. 20.2.1 Save as expressly (a) Any amendment to this Agreement relating to the following matters, and the granting of any waiver or consent by the Lenders in respect of such matters, shall require the unanimous agreement of the Lenders:
(i) changes to the interest rates and fees;
(ii) increases in the maximum amount of credit available;
(iii) extensions of the Maturity Date;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) the establishment of any Availment Option in U.S. Dollars or any other currency which is not a Qualified Currency;
(vi) releases of all or any portion of the Security, except to the extent provided in Clause 20.2.2 or as otherwise paragraph (c) below;
(vii) the definitions of “Required Lenders” and “Proportionate Share” in Section 1.01;
(viii) any provision of this Agreement which expressly provided herein, any proposed course states that the unanimous consent of action the Lenders is required in connection with any matter requiring action to be taken or consent to be provided by the Lenders; and DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4
(ix) this Section 11.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time to time without notice to or the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality execute and deliver partial releases of the foregoing:
(a) the release of the Borrower from any of its obligations hereunder;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower Security in respect of its obligations under any item of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement.
20.2.2 Proposals Agreement without obtaining the prior written consent of the Lenders; and in connection with releasing any such security the following matters shallAgent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the absence of agreement thereon by all Security or any portion thereof shall require the written consent of the Lenders or acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this Section 11.01, and except as otherwise specifically provided in this Agreement, any action to be determined taken or decision to be made by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to this Agreement (specifically including for greater certainty the terms issuance of this Agreement;
(c) any course written notice to the Borrower of action whatsoever from time to time (other than the making occurrence of a Default or Event of Default, the issuance of a demand for payment hereunder) whether of the Obligations, a legal or commercial nature or otherwise howsoever for decision to make an Advance despite any condition precedent relating thereto not being satisfied, the purpose of achieving a full or partial recovery provision of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter waiver in respect of which this Agreement expressly provides that a breach of any covenant or the consent granting of the Majority Lenders any consent) shall be requiredeffective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
20.2.3 (e) Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken or decision to be made by the Lenders; and
(2) specify Lenders pursuant to this Agreement which is required to be unanimous shall be made at a time limit (meeting of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed called by the Agent pursuant to Section 11.06(l) or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval by a written instrument executed by all of the Majority Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required in respect of any matter, to be made by the approval Required Lenders shall be deemed to have been given as soon as made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l) or by a written instrument executed by the Lower Saxony Guarantee Agent Required Lenders. Any such instrument may be executed by facsimile or portable document format (as the case may be.pdf) receives the requisite number of votes and in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)counterparts.
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) Any amendment to this Agreement relating to the release of following matters, and the Borrower from any of its obligations hereunder;
(b) the amendment granting of any of waiver or consent by the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower Lenders in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with such matters, shall require the following matters shall, in the absence of unanimous agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders thatLenders:
(i) where changes to the interest rates and fees payable in respect of any Facility;
(ii) increases in the maximum amount of credit available under any Facility;
(iii) extensions of the Maturity Date;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) the establishment of any Availment Option in U.S. Dollars or any other currency which is not a decision Qualified Currency;
(vi) releases of all or any portion of the Security, except to the extent provided in paragraph (c) below;
(vii) the definitions of "Required Lenders" and "Proportionate Share" in section 1.01;
(viii) any provision of this Agreement which expressly states that the unanimous consent of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent required in accordance connection with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of any action to be taken or consent to be provided by the Lenders; and
(2ix) specify a this section 11.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time limit (to time without notice to or the consent of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted execute and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval deliver partial releases of the Majority Lenders is required Security in respect of any matteritem of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Lenders; and in releasing any such security the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this section 11.01, and except as otherwise specifically provided in this Agreement, any action to be taken or decision to be made by the Lenders pursuant to this Agreement (specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of a Default or Event of Default, the approval issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be deemed effective if approved in writing by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
(e) Any action to have been given as soon as be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to section 11.06(k) or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour by a written instrument executed by all of the proposal so that Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to section 11.06(k) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be) may act on the basis of such votes without having to wait for the response of (be executed by facsimile or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)pdf and in counterparts.
Appears in 1 contract
Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) Any amendment to this Agreement relating to the release of following matters, and the Borrower from any of its obligations hereunder;
(b) the amendment granting of any of waiver or consent by the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower Lenders in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with such matters, shall require the following matters shall, in the absence of unanimous agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders thatLenders:
(i) where a decision changes to the interest rates and fees payable in respect of any Facility;
(ii) increases in the maximum amount of credit available under any Facility;
(iii) extensions of the maturity date of any Facility;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) releases of all or any portion of the Security, except to the extent provided in paragraph (c) below;
(vi) the definitions of “Required Lenders” and “Proportionate Share” in section 1.01;
(vii) any provision of this Agreement which expressly states that the unanimous consent of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent required in accordance connection with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of any action to be taken or consent to be provided by the Lenders; and
(2viii) specify a this section 12.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time limit (to time without notice to or the consent of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted execute and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval deliver partial releases of the Majority Lenders is required Security in respect of any matteritem of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Lenders; and in releasing any such security the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this section 12.01, and except as otherwise specifically provided in this Agreement, any action to be taken or decision to be made by the Lenders pursuant to this Agreement (specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of a Default or Event of Default, the approval issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be deemed effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
(e) Any action to have been given as soon as be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to paragraph 12.06(k) or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour by a written instrument executed by all of the proposal so that Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to paragraph 12.06(k) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be) may act on the basis of such votes without having to wait for the response of (be executed by fax or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)pdf and in counterparts.
Appears in 1 contract
Decision Making. 20.2.1 Save (a) Any amendment to this Agreement and the granting of any waiver or consent by the Lenders relating to the following matters shall require the unanimous agreement of the Lenders:
(i) decreases in interest rates and standby fees in respect of the Facilities or fees payable to Lenders in respect of Letters of Credit;
(ii) changes in the principal amount of credit available under the Facilities (other than as expressly provided to sub-line allocations), changes in Clause 20.2.2 the amount of any Lender’s Commitment;
(iii) extensions of the Maturity Date of the Facilities;
(iv) extensions of the scheduled dates for payments of principal, interest, fees and other amounts hereunder or as otherwise expressly provided herein, the scheduled amounts of Repayments hereunder;
(v) releases of all or substantially all of the Security;
(vi) the definitions of "Required Lenders" and "Proportionate Share"; and
(vii) this Section and any proposed course other provision of action this Agreement which requires the unanimous consent of the Lenders in connection with any matter requiring action to be taken or consent to be provided by the Lenders.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time to time without notice to or the consent of the Lenders under execute and deliver releases of the Security or any portion thereof in connection howsoever with respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of without obtaining the prior written consent of the Required Lenders; and in providing any such releases the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry.
(d) Except for the matters which require the unanimous consent of the Lenders as set out above, any action to be taken or decision to be made by the Lenders pursuant to this Agreement shall only be taken with (specifically including for greater certainty the consent issuance of all the Lenders including, but without limitation to the generality of the foregoing:
(a) the release of the Borrower from any of its obligations hereunder;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted written notice to the Borrower in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreementoccurrence of a Default, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making issuance of a demand for payment hereunder) whether of the Obligations, a legal or commercial nature or otherwise howsoever for decision to make an Advance despite any condition precedent relating thereto not being satisfied, the purpose of achieving a full or partial recovery provision of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter waiver in respect of which this Agreement expressly provides that the consent a breach of the Majority Lenders any covenant shall be required.
20.2.3 Any determination of effective if approved by the Lenders Required Lenders; and any such decision or action shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) final and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken by binding upon all the Lenders; and
(2) specify a time limit (of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval of the Majority Lenders is required in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be).
Appears in 1 contract
Decision Making. 20.2.1 Save as expressly (a) Any amendment to this Agreement and the granting of any waiver or consent by the Lenders, in each case, relating to the following matters shall require the unanimous agreement of the Lenders:
(i) the making of the initial Credit Event despite any condition precedent relating thereto not having been satisfied;
(ii) decreases in interest rates and fees in respect of the Credit Facilities;
(iii) any increase in any Commitment;
(iv) any reduction of, or compromise with respect to, or waiver of, the amount of any Obligation hereunder;
(v) extensions of the maturity date of the Credit Facilities;
(vi) extensions of the scheduled dates for any payments of principal, interest or other amounts hereunder or the scheduled amounts of repayments hereunder;
(vii) releases of all or any substantial portion of the Security except to the extent provided in Clause 20.2.2 or as otherwise expressly provided herein, paragraph (c) below;
(viii) any proposed course amendments to the definitions of action "Required Lenders", "Percentage", "Revolver Percentage", "Acquisition Loan Percentage" or "Guarantee Loan Percentage" in Section 1.1; and
(ix) any proposed amendments to this Section 10.3, and any other provision of this Agreement which requires the unanimous consent of the Lenders in connection with any matter requiring action to be taken or consent to be provided by the Lenders,
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Administrative Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Administrative Agent may from time to time without notice to or the consent of the Lenders under execute and deliver releases of the Security or any portion thereof in connection howsoever with respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Administrative Agent) which the Obligors are permitted to dispose of without obtaining the prior written consent of the Required Lenders; and in providing any such releases the Administrative Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out above, any action to be taken or decision to be made by the Lenders pursuant to this Agreement shall only be taken with (specifically including for greater certainty the consent issuance of all the Lenders including, but without limitation to the generality of the foregoing:
(a) the release of the Borrower from any of its obligations hereunder;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted written notice to the Borrower in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreementoccurrence of a Default, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making issuance of a demand for payment hereunder) whether of the Obligations, a legal decision to make any Credit Event other than the initial Credit Event hereunder despite any condition precedent relating thereto not being satisfied or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery provision of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter waiver in respect of which this Agreement expressly provides that the consent a breach of the Majority Lenders any covenant or any Event of Default) shall be requiredeffective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
20.2.3 (e) Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken or decision to be made by the Lenders; and
(2) specify Lenders pursuant to this Agreement which is required to be unanimous shall be made at a time limit (meeting of not less than three (3) Business Days) within which the Lenders are called by the Administrative Agent pursuant to Section 10.11(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to respond to be made by the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender Required Lenders shall be deemed to have accepted and approved made at a meeting of the course of action proposed Lenders called by the Administrative Agent pursuant to Section 10.11(l) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be); and
(ii) where the approval of the Majority Lenders is required be executed by fax or electronic mail and in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)counterparts.
Appears in 1 contract
Samples: Credit Agreement
Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) Any amendment to this Agreement relating to the release of following matters, and the Borrower from any of its obligations hereunder;
(b) the amendment granting of any of waiver or written consent by the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower Lenders in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with such matters, shall require the following matters shall, in the absence of unanimous agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders thatLenders:
(i) where changes to the interest rates and fees;
(ii) increases in the maximum amount of credit available;
(iii) extensions of the Maturity Date;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) the establishment of any Availment Option in U.S. Dollars or any other currency which is not a decision Qualified Currency;
(vi) releases of all or any portion of the Security, except to the extent provided in paragraph (c) below;
(vii) the definitions of "Required Lenders" and "Proportionate Share" in Section 1.01;
(viii) any provision of this Agreement which expressly states that the unanimous consent of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent required in accordance connection with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of any action to be taken or consent to be provided by the Lenders; and
(2ix) specify a this Section 11.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time limit (to time without notice to or the consent of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted execute and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval deliver partial releases of the Majority Lenders is required Security in respect of any matteritem of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Lenders; and in releasing any such security the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this Section 11.01, and except as otherwise specifically provided in this Agreement, any action to be taken or decision to be made by the Lenders pursuant to this Agreement (specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of a Default or Event of Default, the approval issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be deemed effective if approved in writing by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
(e) Any action to have been given as soon as be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(k) or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour by a written instrument executed by all of the proposal so that Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(k) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be) may act on the basis of such votes without having to wait for the response of (be executed by facsimile or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)pdf and in counterparts.
Appears in 1 contract
Decision Making. 20.2.1 Save as expressly provided (a) Any amendment to this Agreement, the Notes or any other Loan Documents and the granting of any waiver or consent by the Noteholders or the Collateral Agent in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality respect of the foregoing, in each case, relating to the following matters shall require the unanimous agreement of the Noteholders:
(ai) the release decreases in interest rates and fees in respect of the Borrower from any of its obligations hereunderNotes;
(bii) any reduction of, or compromise with respect to, or waiver of, the amendment of any amount of the provisions of this AgreementSecured Obligations or any portion thereof;
(ciii) any time or other indulgence to be granted to the Borrower in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all extensions of the Lenders or as otherwise provided in this Agreement, be determined by maturity date of the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2Notes;
(biv) extensions of the institution scheduled dates for any payments of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due amounts under the Notes or the scheduled amounts of repayments thereunder;
(v) releases of all or any substantial portion of the Security;
(vi) any proposed amendments to the definitions of “Required Holders” in Section 1.01; and
(vii) any proposed amendments to this Section 4.14, and payable any other provision of this Agreement, the Notes or any other Loan Documents which requires the unanimous consent of the Noteholders in connection with any action to be taken or consent to be provided by the Borrower hereunder Noteholders.
(b) Except for the matters described in paragraph 4.14(a) above, any amendment to this Agreement, the Notes or otherwise in connection therewith following any other Loan Documents and the making granting of a declaration any waiver or consent by the Noteholders or the Collateral Agent under Clause 12.2;in respect of the foregoing, in each case, shall be effective if made among the Company, the Collateral Agent and the Required Holders, and for greater certainty any such amendment which is agreed to by the Required Holders shall be final and binding upon all Noteholders.
(c) Except for the matters which require the unanimous consent of the Noteholders as set out above, any action to be taken or decision to be made by the Collateral Agent or the Noteholders pursuant to this Agreement, the Notes, any other Loan Document and any subordination agreement entered into from time to time by the Noteholders or the Collateral Agent on behalf of the Noteholders shall be effective if approved by the Required Holders; and any such decision or action shall be final and binding upon all Noteholders.
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken or decision to be made by the Lenders; and
(2) specify a time limit (of not less than three (3) Business Days) within Noteholders pursuant to this Agreement which the Lenders are is required to respond to be unanimous shall be made at a meeting of the Agent’s or Noteholders called by the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Collateral Agent or by a written instrument executed by all of the Lower Saxony Guarantee Agent (as Noteholders. Any action to be taken or decision to be made by the case may be) within such time limit of its response Noteholders pursuant to this Agreement, the recommendation, such Lender Notes or any other Loan Documents which is required to be made by the Required Holders shall be deemed to have accepted and approved made at a meeting of the course of action proposed Noteholders called by the Collateral Agent or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Holders. Any such instrument may be); and
(ii) where the approval of the Majority Lenders is required be executed by fax or electronic mail and in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)counterparts.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Clever Leaves Holdings Inc.)
Decision Making. 20.2.1 22.2.1 Save as expressly provided in Clause 20.2.2 22.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) the release of the Borrower from any of its obligations hereunder;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower in respect of its obligations under this Agreement.
20.2.2 22.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee AgentLenders:
(a) the making of any declaration by the Agent under Clause 12.213.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.213.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 22.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT provided that the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken by the Lenders; and
(2) specify a time limit (of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be)Agent; and
(ii) where the approval of the Majority Lenders is required in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)Agent.
Appears in 1 contract
Decision Making. 20.2.1 22.2.1 Save as expressly provided in Clause 20.2.2 22.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) the release of the Borrower from any of its obligations hereunder;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower in respect of its obligations under this Agreement.
20.2.2 22.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee AgentLenders:
(a) the making of any declaration by the Agent under Clause 12.213.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.213.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 22.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken by the Lenders; and
(2) specify a time limit (of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval of the Majority Lenders is required in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be).
Appears in 1 contract
Decision Making. 20.2.1 Save as expressly (a) Any amendment to this Agreement and the granting of any waiver or consent by the Lenders, in each case, relating to the following matters shall require the unanimous agreement of the Lenders:
(i) the making of the initial Credit Event despite any condition precedent relating thereto not having been satisfied;
(ii) decreases in interest rates and fees in respect of the Credit Facilities;
(iii) any increase in any Commitment;
(iv) any reduction of, or compromise with respect to, or waiver of, the amount of any Obligation hereunder;
(v) extensions of the maturity date of the Credit Facilities;
(vi) extensions of the scheduled dates for any payments of principal, interest or other amounts hereunder or the scheduled amounts of repayments hereunder;
(vii) releases of all or any substantial portion of the Security except to the extent provided in Clause 20.2.2 or as otherwise expressly provided herein, paragraph (c) below;
(viii) any proposed course amendments to the definitions of action "Required Lenders", "Percentage", "Revolver Percentage", "Acquisition Loan Percentage", "BDC BCAP Loan Percentage", or "Guarantee Loan Percentage" in Section 1.1; and
(ix) any proposed amendments to this Section 10.3, and any other provision of this Agreement which requires the unanimous consent of the Lenders in connection with any matter requiring action to be taken or consent to be provided by the Lenders, provided, that notwithstanding anything to the contrary contained herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Administrative Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Administrative Agent may from time to time without notice to or the consent of the Lenders under execute and deliver releases of the Security or any portion thereof in connection howsoever with respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Administrative Agent) which the Obligors are permitted to dispose of without obtaining the prior written consent of the Required Lenders; and in providing any such releases the Administrative Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out above, any action to be taken or decision to be made by the Lenders pursuant to this Agreement shall only be taken with (specifically including for greater certainty the consent issuance of all the Lenders including, but without limitation to the generality of the foregoing:
(a) the release of the Borrower from any of its obligations hereunder;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted written notice to the Borrower in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreementoccurrence of a Default, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making issuance of a demand for payment hereunder) whether of the Obligations, a legal decision to make any Credit Event other than the initial Credit Event hereunder despite any condition precedent relating thereto not being satisfied or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery provision of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter waiver in respect of which this Agreement expressly provides that the consent a breach of the Majority Lenders any covenant or any Event of Default) shall be requiredeffective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
20.2.3 (e) Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken or decision to be made by the Lenders; and
(2) specify Lenders pursuant to this Agreement which is required to be unanimous shall be made at a time limit (meeting of not less than three (3) Business Days) within which the Lenders are called by the Administrative Agent pursuant to Section 10.11(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to respond to be made by the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender Required Lenders shall be deemed to have accepted and approved made at a meeting of the course of action proposed Lenders called by the Administrative Agent pursuant to Section 10.11(l) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be); and
(ii) where the approval of the Majority Lenders is required be executed by fax or electronic mail and in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)counterparts.
Appears in 1 contract
Samples: Credit Agreement
Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) Any amendment to this Agreement relating to the release of following matters, and the Borrower from any of its obligations hereunder;
(b) the amendment granting of any of waiver or consent by the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower Lenders in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with such matters, shall require the following matters shall, in the absence of unanimous agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee Agent:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders thatLenders:
(i) where a decision changes to the interest rates and fees payable in respect of any Facility;
(ii) increases in the maximum amount of credit available under any Facility;
(iii) extensions of the Conversion Date or the Maturity Date;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) releases of all or any portion of the Security, except to the extent provided in paragraph (c) below;
(vi) the definitions of "Required Lenders" and "Proportionate Share" in section 1.01;
(vii) any provision of this Agreement which expressly states that the unanimous consent of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent required in accordance connection with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of any action to be taken or consent to be provided by the Lenders; and
(2viii) specify a this section 11.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time limit (to time without notice to or the consent of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted execute and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be); and
(ii) where the approval deliver partial releases of the Majority Lenders is required Security in respect of any matteritem of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Lenders; and in releasing any such security the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this section 11.01, and except as otherwise specifically provided in this Agreement, any action to be taken or decision to be made by the Lenders pursuant to this Agreement (specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of a Default or Event of Default, the approval issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be deemed effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders.
(e) Any action to have been given as soon as be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to section 11.06(k) or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour by a written instrument executed by all of the proposal so that Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to section 11.06(k) or by a written instrument executed by the Lower Saxony Guarantee Agent (as the case Required Lenders. Any such instrument may be) may act on the basis of such votes without having to wait for the response of (be executed by fax or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)pdf and in counterparts.
Appears in 1 contract
Decision Making. 20.2.1 Save as expressly provided in Clause 20.2.2 or as otherwise expressly provided herein, any proposed course of action in connection with any matter requiring the consent of the Lenders under or in connection howsoever with this Agreement shall only be taken with the consent of all the Lenders including, but without limitation to the generality of the foregoing:
(a) the release of the Borrower from any of its obligations hereunderhereunder provided that the Agent may agree with the Borrower the terms and conditions upon which a condition precedent that is not material, in the opinion of the Agent, may be deemed to be a condition subsequent;
(b) the amendment of any of the provisions of this Agreement;
(c) any time or other indulgence to be granted to the Borrower in respect of its obligations under this Agreement.
20.2.2 Proposals in connection with the following matters shall, in the absence of agreement thereon by all of the Lenders or as otherwise provided in this Agreement, be determined by the Majority Lenders and the Lower Saxony Guarantee AgentLenders:
(a) the making of any declaration by the Agent under Clause 12.2;
(b) the institution of any legal proceedings for the enforcement of any rights or powers whatsoever pursuant to the terms of this Agreement;
(c) any course of action whatsoever from time to time (other than the making of a demand for payment hereunder) whether of a legal or commercial nature or otherwise howsoever for the purpose of achieving a full or partial recovery of any principal, interest or other amount due and payable by the Borrower hereunder or otherwise in connection therewith following the making of a declaration by the Agent under Clause 12.2;
(d) any other matter in respect of which this Agreement expressly provides that the consent of the Majority Lenders shall be required.
20.2.3 Any determination of the Lenders shall be ascertained by the Agent or the Lower Saxony Guarantee Agent (as the case may be) either:
(a) by means of a telefax sent by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to each of the Lenders in identical terms on the proposal or matter in issue; or
(b) by means of the vote of representatives of each Lender at a meeting convened by the Agent or the Lower Saxony Guarantee Agent (as the case may be) and held for the purpose of discussing (inter alia) such proposal or matter in issue. Furthermore, it is hereby agreed by the Lenders that:
(i) where a decision of the Lenders is sought by the Agent or the Lower Saxony Guarantee Agent (as the case may be) by means of a telefax sent in accordance with paragraph (a) above and PROVIDED THAT the Agent or the Lower Saxony Guarantee Agent (as the case may be) verifies forthwith by telephone with each relevant Lender that it has received such telefax in good order, then the Agent or the Lower Saxony Guarantee Agent (as the case may be) may in its telefax:
(1) recommend a proposed course of action to be taken by the Lenders; and
(2) specify a time limit (of not less than three (3) Business Days) within which the Lenders are required to respond to the Agent’s or the Lower Saxony Guarantee Agent’s (as the case may be) recommendation so that, if any Lender fails to notify the Agent or the Lower Saxony Guarantee Agent (as the case may be) within such time limit of its response to the recommendation, such Lender shall be deemed to have accepted and approved the course of action proposed by the Agent or the Lower Saxony Guarantee Agent (as the case may be)Agent; and
(ii) where the approval of the Majority Lenders is required in respect of any matter, the approval shall be deemed to have been given as soon as the Agent or the Lower Saxony Guarantee Agent (as the case may be) receives the requisite number of votes in favour of the proposal so that the Agent or the Lower Saxony Guarantee Agent (as the case may be) may act on the basis of such votes without having to wait for the response of (or to give any notification to) any other Lender who has yet to reply to the Agent or the Lower Saxony Guarantee Agent (as the case may be)Agent.
Appears in 1 contract
