Common use of Percentage of Lenders Required Clause in Contracts

Percentage of Lenders Required. Except as otherwise provided ------------------------------ herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, no amendment, -------- ------- modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the following: (i) increase any of the Commitments; (ii) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Letter of Credit; (iii) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder; (iv) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v) amend or waive this subsection 9.4 or the definitions of the terms used in this -------------- subsection 9.4 insofar as the definitions affect the substance of this -------------- subsection 9.4; (vi) release Collateral (except if the sale, disposition or -------------- release of such Collateral is permitted under subsection 7.3 or --------------

Percentage of Lenders Required. Except as otherwise provided ------------------------------ herein or in any of the other Loan DocumentsDocuments (and in any event, subject to Section 2.13(b)), no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any by Agent with the consent of the other Loan DocumentsRequisite Lenders) and the applicable Loan Party; provided provided, however, : (1) no amendment, -------- ------- modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the following: : (A) waive the conditions set forth in Section 3.1, the satisfaction of which is required in connection with the making of any Loans on the Closing Date; (B) amend (i) the definition of the term “Requisite Lenders” or “Pro Rata Share”, or (ii) the percentage of Lenders which shall be required to take any action hereunder; (C) amend or waive this Section 9.4 or the definitions of the terms used in this Section 9.4 insofar as such definitions affect the substance of this Section 9.4; (D) release all or substantially all of the Collateral (except in connection with a sale, disposition or release expressly permitted hereunder or under any other Loan Document), subordinate the Liens in favor of Agent and Lenders in all or substantially all of the Collateral or subordinate any of the Obligations in right of payment or otherwise adversely affect the priority of payment of any of such Obligations, in any case, except as otherwise expressly permitted hereunder; (E) release (i) any Borrower from its obligations under this Agreement or (ii) any Guarantor from any Guaranty, in either case, except as expressly provided in or permitted by the Loan Documents; (F) change Section 2.7(a), Section 8.8 or Section 9.5(f) in a manner that would affect order or priorities thereunder or ratable sharing of setoffs or payments required thereby or alter in any way the treatment of Lenders in accordance with their Pro Rata Share; and (G) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document; and (2) no amendment, modification, termination, waiver or consent shall be effective, unless in writing and signed by each Lender that would be affected thereby, to do any of the following (x) increase any of the Revolving Loan Commitments; (iiy) reduce or waive the principal of or the rate of interest on any Loan Loan, reduce or reduce waive the fees payable with respect to any Loan or Lender Letter of CreditCredit or otherwise reduce or waive any other amounts due to any Lender under the Loan Documents; or (iiiz) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder; (iv) amend provided, further, that no amendment, modification, termination, waiver or consent affecting the definition rights or duties of Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender or future Lender and, if signed by a Loan Party, on such Loan Party. 97 In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the term "Requisite Lenders" or the percentage of Lenders which Loan Documents, then Agent and Borrowers shall be required for permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders to take any action hereunder; Agent within five (v5) amend or waive this subsection 9.4 or the definitions Business Days following receipt of the terms used in this -------------- subsection 9.4 insofar as the definitions affect the substance of this -------------- subsection 9.4; (vi) release Collateral (except if the sale, disposition or -------------- release of such Collateral is permitted under subsection 7.3 or --------------notice thereof.

Percentage of Lenders Required. Except as otherwise provided ------------------------------ herein or in any of the -------------------------------- other Loan DocumentsDocuments or in the Participation Agreement, no material amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by (i) the Requisite Lenders and Agent or (ii) Agent, with the consent and on behalf of the Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan PartyBorrower; provided provided, however, no -------- ------- amendment, -------- ------- modification, termination, waiver or consent shall be effectiveeffective to do any of the following, unless in writing and signed by all Lenders, to do any Fremont and Agent, or by Agent, with the consent on behalf of the following: all Lenders and Fremont: (i1) increase any of the CommitmentsLoan commitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of Credit; (iii3) extend the Termination Maturity Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunderhereunder (other than fees due under Section 2.4(e) and (f), for which only Agent's consent shall be required); (iv4) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) amend or waive this subsection Section 9.4 or the definitions of the terms used in this -------------- subsection Section 9.4 insofar as the definitions affect the substance of this -------------- subsection Section 9.4; or (vi6) release Collateral consent to the assignment, delegation or other transfer by any Borrower of any of its rights and obligations under any Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights --------- ------- or duties of Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender or future Lender. Notwithstanding the foregoing, Borrowers hereby acknowledge the contents of the Participation Agreement (except if an execution copy of which has been delivered to Borrowers) and acknowledge that, pursuant to the saleprovisions of the Participation Agreement, disposition Fremont's consent shall be required in certain instances set forth therein. Borrowers acknowledge that they have no right to consent to the Participation Agreement or -------------- release of such Collateral is permitted under subsection 7.3 or --------------to any modification thereof.

Percentage of Lenders Required. Except as otherwise provided ------------------------------ herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, no amendment, -------- ------- modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the following: (i1) increase any of the Commitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of CreditCredit other than in accordance with the terms of this Agreement; (iii3) extend the Termination Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder; (iv4) amend the definition of the term "“Requisite Lenders" ” or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) amend or waive this subsection Section 9.4 or the definitions of the terms used in this -------------- subsection Section 9.4 insofar as the definitions affect the substance of this -------------- subsection Section 9.4; (vi6) increase by more than five percent (5%) each of the percentages contained in the definition of Borrowing Base; (7) release Collateral in excess of Collateral having a value of $1,000,000 in any Fiscal Year (except if the sale, disposition or -------------- release of such Collateral is permitted under subsection 7.3 Section 5.2(E), Section 9.1(H)(1) or --------------under any other Loan Document); (8) amend Section 5.3(F) or the definition of the term Undrawn Availability; or (9)consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender or future Lender and, if signed by a Loan Party, on such Loan Party.

Percentage of Lenders Required. Except as otherwise provided ------------------------------ herein or in any of the other Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Requisite Lenders (or, Agent, if expressly set forth herein or in any of the other Loan Documents) and the applicable Loan Party; provided however, no amendment, -------- ------- modification, termination, waiver or consent shall be effective, unless in writing and signed by all Lenders, to do any of the following: (i1) increase any of the Commitments; (ii2) reduce the principal of or the rate of interest on any Loan or reduce the fees payable with respect to any Loan or Lender Letter of CreditCredit other than in accordance with the terms of this Agreement; (iii3) extend the Termination EXHIBIT 10.1 Date or the scheduled due date for all or any portion of principal of the Loans or any interest or fees due hereunder; (iv4) amend the definition of the term "Requisite Lenders" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (v5) amend or waive this subsection Section 9.4 or the definitions of the terms used in this -------------- subsection Section 9.4 insofar as the definitions affect the substance of this -------------- subsection Section 9.4; (vi6) increase by more than five percent (5%) each of the percentages contained in the definition of Borrowing Base; (7) release Collateral in excess of Collateral having a value of $750,000 in any Fiscal Year (except if the sale, disposition or -------------- release of such Collateral is permitted under subsection 7.3 Section 5.2(E), Section 9.1(H)(1) or --------------under any other Loan Document); or (8) consent to the assignment, delegation or other transfer by any Loan Party of any of its rights and obligations under any Loan Document; provided, further, that no amendment, modification, termination, waiver or consent affecting the rights or duties of Agent under this Section 9 or under any Loan Document shall in any event be effective, unless in writing and signed by Agent, in addition to the Lenders required to take such action. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each Lender or future Lender and, if signed by a Loan Party, on such Loan Party. Notwithstanding the foregoing, any waiver or consent which permits any prepayment of the Loans required hereunder in an amount not greater than $100,000 to be applied to the Revolving Loan rather than Term Loan A, shall only require the consent of Agent.