Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors and Credit Facility Agent (acting on the instruction of the Required Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(i) the consent of each Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to:
(A) increases in or extensions (other than pursuant to Section 2.09 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participate) of or change to the order of application of any reduction in any Commitments or change to the order of application of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.07 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Commitment);
(B) reductions of the principal of, or the interest or rate of interest specified herein on, any Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio);
(C) extensions of the Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 (Repayment of Term Loan Advances), Section 4.04 (Interest...
Decisions; Amendments, Etc of the Term Loan Facility Agreement, Section 11.01 (
Decisions; Amendments, Etc that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.03 (Increased Costs), 5.05 (Funding Losses) and 5.06 (Taxes) (subject to the requirements and limitations therein and in Article 21 (Tax Gross-Up and Indemnities) of the Common Terms Agreement, including the requirements under Section 21.5 (Status of Facility Lenders and Facility Agents) of the Common Terms Agreement (it being understood that any documentation required under Section 5.06 (Taxes) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.04 (Assignments); provided that such Participant (A) agrees to be subject to the provisions of Section 5.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 11.04; and (B) shall not be entitled to receive any greater payment under Sections 5.03 (Increased Costs) or 5.06 (Taxes), with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Decisions; Amendments, Etc or (ii) in the absence of its own gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable order. The Credit Facility Agent shall not be deemed to have knowledge or notice of the occurrence of any Loan Facility Event of Default unless the Credit Facility Agent has received a written notice in accordance with Section 9.03(d) (Action Upon Event of Default) or with Section 2.4(d) (Defaults) of the Intercreditor Agreement or from the Intercreditor Agent, the Obligors, the Pledgor or a Senior Creditor Group Representative referring to this Credit Facility Agreement, describing events or actions constituting a Loan Facility Event of Default and indicating that such notice is a notice of default. If the Credit Facility Agent receives such a notice of the occurrence of any Loan Facility Event of Default, the Credit Facility Agent shall give notice thereof to the Lenders, the Issuing Banks and the Intercreditor Agent. Subject to Article 16 (Common Remedies and Enforcement) of the Common Terms Agreement, the Credit Facility Agent shall take such action with respect to such Loan Facility Event of Default as is provided in Article IX (Default and Enforcement).
Decisions; Amendments, Etc shall not be required for any update to the Amortization Schedule delivered in accordance with Section 4.01(a) (Repayment of Term Loans) (which amendments shall be effective, absent any manifest error, upon delivery by the Credit Facility Agent to the Borrower and Intercreditor Agent of the updated Amortization Schedule in accordance with the provisions of that Section).
Decisions; Amendments, Etc of the Working Capital Facility Agreement, Section 3 (Voting and Decision Making) and Section 4 (Modifications; Instructions; Other Relationships) of the Intercreditor Agreement.
Decisions; Amendments, Etc requires the consent of all of the Facility Lenders or all affected Term Lenders and with respect to which Term Lenders representing at least 66.67% of the sum of (a) the aggregate undisbursed Term Loan Facility Debt Commitments plus (b) the then aggregate outstanding principal amount of the Term Loans (excluding in each such case any Term Lender that is a Defaulting Lender or, except as otherwise provided in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, a Collateral Party, the Sponsor or any of Sponsor’s Affiliates, and each Term Loan Facility Debt Commitment and any outstanding principal amount of any Term Loan of any such Term Lender) or Term Lenders affected by such proposed amendment, waiver, consent or termination, as the case may be, shall have granted their consent.
Decisions; Amendments, Etc requires the consent of all of the Lenders or all affected Lenders and with respect to which Lenders representing at least 50% of the sum of (i) the aggregate undisbursed Commitments plus (ii) the then aggregate outstanding principal amount of the Loans (excluding in each such case any Lender that is a Defaulting Lender or, except as otherwise provided in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, a Collateral Party, the Sponsor or any of Sponsor’s Affiliates, and each Commitment and any outstanding principal amount of any Loan of any such Term Lender) or Lenders affected by such proposed amendment, waiver, consent or termination, as the case may be, shall have granted their consent.
Decisions; Amendments, Etc requires the consent of all of the Facility Lenders or all affected Working Capital Lenders and with respect to which Working Capital Lenders representing at least 66.67% of the sum of (a) the aggregate undisbursed Working Capital Debt Commitments plus (b) the then-aggregate outstanding principal amount of the Working Capital Loans (excluding in each such case any Working Capital Lender that is a Defaulting Lender or, except as otherwise provided in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, a Collateral Party, the Sponsor or any of the Sponsor’s Affiliates, and each Working Capital Debt Commitment and any outstanding principal amount of any Working Capital Loan of any such Working Capital Lender) or Working Capital Lenders affected by such proposed amendment, waiver, consent or termination, as the case may be, shall have granted their consent.
Decisions; Amendments, Etc or (ii) in the absence of its own gross negligence, fraud or willful misconduct. The Working Capital Facility Agent shall not be deemed to have knowledge or notice of the occurrence of any Working Capital Facility Event of Default unless the Working Capital Facility Agent has received a written notice in accordance with Section 9.04(d) (Action Upon Event of Default) or with Section 2.4(d) (Defaults) of the Intercreditor Agreement or from the Intercreditor Agent, the Loan Parties, Holdco or a Senior Creditor Group Representative referring to this Working Capital Facility Agreement, describing events or actions constituting a Working Capital Facility Event of Default and indicating that such notice is a notice of default. If the Working Capital Facility Agent receives such a notice of the occurrence of any Working Capital Facility Event of Default, the Working Capital Facility Agent shall give notice thereof to the Working Capital Lenders, the Issuing Banks, the Swing Line Lenders and the Intercreditor Agent. Subject to Section 16 (Common Remedies and Enforcement) of the Common Terms Agreement, the Working Capital Facility Agent shall take such action with respect to such Working Capital Facility Event of Default as is provided in Article IX (Default and Enforcement).
