Common use of Decisions; Amendments, Etc Clause in Contracts

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 Working Capital Lenders, Issuing Banks or the Swing Line Lenders under this Agreement shall be effective unless in writing signed by the Loan Parties and Working Capital Facility Agent (acting on the instruction of the Required Working Capital 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 Working Capital Lender, each Issuing Bank or each Swing Line Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.08 (Incremental Commitments) above) of or change to the order of application of any reduction in any Working Capital Debt Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Loans from the application thereof set forth in the applicable provisions of Section 2.05 (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 Working Capital Borrowing), or waiver of any Working Capital Facility Event of Default, Unmatured Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line 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 Working Capital Lender, any Issuing Bank or any Swing Line 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 Working Capital Borrowing), Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Final Maturity Date, the LC Loan Termination Date or the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees or interest (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of LC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date); (D) modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior Creditors; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Working Capital Lender, each Issuing Bank and each Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01 (

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 Working Capital Lenders, Issuing Banks or the Swing Line Term Lenders under this Agreement shall be effective unless in writing signed by the Loan Parties and Working Capital Term Loan Facility Agent (acting on the instruction of the Required Working Capital Term 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 Working Capital Lender, each Issuing Bank or each Swing Line Term Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.08 2.06 (Incremental CommitmentsExtensions of Term Loans) aboveabove or with respect to incurrence of any Additional Senior Debt to which such Term Lender has agreed to participate) of or change to the order of application of any reduction in any Working Capital Term Loan Facility Debt Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Term Loans from the application thereof set forth in the applicable provisions of Section 2.05 (Termination or Reduction of Commitments), Section 4.11 3.09 (Voluntary Prepayment), Section 4.12 3.10 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Stage 3 Closing), ) or Section 7.02 6.03 (Conditions to Each Working Capital Borrowing), Term Loan Advances) or waiver of any Working Capital Loan Facility Event of Default, Unmatured Working Capital Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Term Loan Facility Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line Term 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 3.10 (Mandatory Prepayment)) payable to any Working Capital Lender, any Issuing Bank or any Swing Line Term Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Stage 3 Closing), ) or Section 7.02 6.03 (Conditions to Each Working Capital BorrowingTerm Loan Advances), Working Capital Loan Facility Event of Default or Unmatured Working Capital Loan Facility Event of Default or change to a financial ratio); ; (C) extensions of the Working Capital Term Loan Final Maturity Date, the LC Loan Termination Date or the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees fees, interest or interest amortization payment (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 3.01 (Repayment of LC Loans), Section 4.02 (Repayment of Working Capital Term Loan Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 3.02 (Interest Payment Dates) or Section 4.15 3.13 (Fees) or mandatory payment under Section 4.12 3.10 (Mandatory Prepayment) (other than pursuant to Section 2.08 2.06 (Incremental CommitmentsExtensions of Term Loans)) (it being understood that a waiver of any condition precedent or the waiver of any Working Capital Loan Facility Event of Default or Unmatured Working Capital Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Term Loan Final Maturity Date); (D) modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior Creditors; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Working Capital Lender, each Issuing Bank and each Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01 (

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 Working Capital Lenders, Issuing Banks or the Swing Line Term Lenders under this Agreement shall be effective unless in writing signed by the Loan Parties and Working Capital Term Loan Facility Agent (acting on the instruction of the Required Working Capital Term 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 Working Capital Lender, each Issuing Bank or each Swing Line Term Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.08 2.06 (Incremental CommitmentsExtensions of Term Loans) aboveabove or with respect to incurrence of any Additional Senior Debt to which such Term Lender has agreed to participate) of or change to the order of application of any reduction in any Working Capital Debt Term Loan Facility Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Term Loans from the application thereof set forth in the applicable provisions of Section 2.05 (Termination or Reduction of Commitments), Section 4.11 3.09 (Voluntary Prepayment), Section 4.12 3.10 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Second Phase Closing), Section 7.02 6.02 (Conditions to Initial Advance) or Section 6.03 (Conditions of Each Working Capital Term Loan Borrowing), ) or waiver of any Working Capital Loan Facility Event of Default, Unmatured Working Capital Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Term Loan Facility Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line Term 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 3.10 (Mandatory Prepayment)) payable to any Working Capital Lender, any Issuing Bank or any Swing Line Term Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Second Phase Closing), Section 7.02 6.02 (Conditions to Initial Advance) or Section 6.03 (Conditions of Each Working Capital Term Loan Borrowing), Working Capital Loan Facility Event of Default or Unmatured Working Capital Loan Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Term Loan Final Maturity Date, the LC Loan Termination Date or the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees fees, interest or interest amortization payment (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 3.01 (Repayment of LC Loans), Section 4.02 (Repayment of Working Capital Term Loan Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 3.02 (Interest Payment Dates) or Section 4.15 3.13 (Fees) or mandatory payment under Section 4.12 3.10 (Mandatory Prepayment) (other than pursuant to Section 2.08 2.06 (Incremental CommitmentsExtensions of Term Loans)) (it being understood that a waiver of any condition precedent or the waiver of any Working Capital Loan Facility Event of Default or Unmatured Working Capital Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Term Loan Final Maturity Date); (D) modifications Modifications to the provisions of Section 4.16 3.14 (Pro Rata Treatment) or Section 4.17 3.15 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior CreditorsDocuments; and (E) satisfaction or waiver of each of the conditions in Section 7.01 6.01 (Conditions to Closing); (ii) the consent of each Working Capital Lender, each Issuing Bank and each Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01 (

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 Working Capital Lenders, Issuing Banks or the Swing Line Lenders Lender under this Agreement shall be effective unless in writing signed by the Loan Parties and Working Capital Facility Agent (acting on the instruction of the Required Working Capital 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 Working Capital Lender, each Issuing Bank or each the Swing Line Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.08 (Incremental Commitments) above) of or change to the order of application of any reduction in any Working Capital Debt Facility Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Loans from the application thereof set forth in the applicable provisions of Section 2.05 (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 Working Capital Borrowing), or waiver of any Working Capital Facility Event of Default, Unmatured Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line 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 Working Capital Lender, any Issuing Bank or any the Swing Line 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 Working Capital Borrowing), Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Final Maturity Date, the LC Loan Termination Date or the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees or interest (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of LC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date); (D) modifications Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior CreditorsDocuments; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Working Capital Lender, each Issuing Bank and each the Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01 11.01, the definition of Required Working Capital Lenders, or any other provision hereof specifying the number or percentage of Working Capital Lenders, Issuing Banks or Swing Line Lender required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantees by the Guarantors under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Loan Party of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; and (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f) and (h) of the Intercreditor Agreement; provided, that the consent of all Working Capital Lenders will be required with respect to Schedule 1(b) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; (iii) the consent of any Working Capital Lender (other than any Working Capital Lender that is a Loan Party, Holdco or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement), any Issuing Bank or the Swing Line Lender will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor; (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Working Capital Lender that is a Loan Party, Holdco or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Working Capital Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Working Capital Lenders, the Issuing Banks or the Swing Line Lender are required to vote or make a Decision, a vote shall be taken among the Working Capital Lenders the Issuing Banks or the Swing Line Lender in the timeframe reasonably specified by the Working Capital Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Working Capital Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement)). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Working Capital Lender, individual Issuing Banks or the Swing Line Lender pursuant to Section 9.04(b) (Action Upon Event of Default) of this Agreement, and the Working Capital Facility Agent shall be authorized to act at the direction of any Working Capital Lender, any Issuing Bank or the Swing Line Lender in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Working Capital Lender, any Issuing Bank or the Swing Line Lender does not cast its votes by the later of (i) the timeframe specified by the Working Capital Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Working Capital Facility Agent to deliver a notice to such Working Capital Lender, Issuing Bank or Swing Line Lender, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Working Capital Facility Agent), its vote shall be disregarded. If such Working Capital Lender, Issuing Bank or Swing Line Lender (A) has not advised the Working Capital Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Working Capital Facility Agent that it has determined to abstain from voting on such Decision, such Working Capital Lender, Issuing Bank or Swing Line Lender shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Working Capital Lenders for the purpose of determining whether the Required Working Capital Lenders have made a decision with respect to such action. Such Working Capital Lender hereby waives any and all rights it may have to object to or seek relief from the Decision of the Working Capital Lenders voting with respect to such issue and agrees to be bound by such Decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Working Capital Lenders, Issuing Banks and Swing Line Lender or the consent of each affected Working Capital Lender, Issuing Bank and Swing Line Lender, as applicable, as set forth in Section 11.01(a)(i) and (ii) above except in the case of any consent or decision under sub-clause (a)(i)(E) above. (g) With respect to any modification, consent or waiver under any Finance Document requiring the vote of the Working Capital Facility Agent as Senior Creditor Group Representative of the Working Capital Lenders, the Issuing Banks and the Swing Line Lender, such vote will be cast in accordance with the Intecreditor Agreement. (h) Notwithstanding anything herein, in the Common Terms Agreement or in the Common Security and Account Agreement to the contrary, the Working Capital Lenders, Issuing Banks or Swing Line Lender, or the Working Capital Facility Agent as Senior Credit Group Representative, shall not be entitled to vote on any covenant or event of default in the Common Terms Agreement if such covenant or event of default expressly does not extend to the Working Capital Lenders, Issuing Banks or Swing Line Lender under the terms of this Agreement.

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 Working Capital Lenders, Lenders or Issuing Banks or the Swing Line Lenders under this Agreement shall be effective unless in writing signed by the Loan Parties and Working Capital Facility Agent (acting on the instruction of the Required Working Capital 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 Working Capital Lender, Lender or each Issuing Bank or each Swing Line Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.08 (Incremental Commitments) above) of or change to the order of application of any reduction in any Working Capital Debt Facility Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line LC Loans from the application thereof set forth in the applicable provisions of Section 2.05 (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 Working Capital Borrowing), or waiver of any Working Capital Facility Event of Default, Unmatured Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line LC 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 Working Capital Lender, Lender or any Issuing Bank or any Swing Line 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 Working Capital Borrowing), Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Final Maturity Date, the LC Loan Termination Date or the Swing Line LC Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees or interest (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of LC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date); (D) modifications Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior CreditorsDocuments; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Working Capital Lender, Lender and each Issuing Bank and each Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01 (