Common use of The Required Lenders Clause in Contracts

The Required Lenders. Agent with the written consent of the Required Lenders, and Borrowers may, subject to the provisions of this Section 15.2 (b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or any Borrower thereunder or the conditions, provisions or terms thereof of waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, without the consent of all Lenders: (i) increase the Commitment Percentage of any Lender; (ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers to Lenders pursuant to this Agreement; (iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b); (iv) release any Collateral or Guarantor Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of two hundred fifty thousand dollars ($250,000); (v) change the rights and duties of Agent; (vi) permit any Revolving Advance to be made if after giving effect thereto the total of Advances outstanding hereunder would exceed the Aggregate Formula Amount for more than thirty (30) consecutive Business Days or exceed one hundred ten percent (110%) of the Aggregate Formula Amount; or (vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date. Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to matter that was the subject of the request. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by Agent (the "Designated Lender"), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event PNC elects to require any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agent.

The Required Lenders. Agent with the written consent in writing of the Required Lenders, and Borrowers Borrower may, subject to the provisions of this Section 15.2 (b), from time to time enter into written supplemental agreements to this Agreement Agreement, any Revolving Credit Note or the Other Documents executed by Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of the Lenders, Agent or any Borrower thereunder or the conditions, provisions or terms thereof of waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, without the consent of all the Lenders: (i) increase the Commitment Percentage of any Lender. (ii) increase the Maximum Revolving Advance Amount; (iiiii) extend the maturity of any Revolving Credit Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers Borrower to Lenders pursuant to this Agreement; (iiiiv) alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b); (ivv) release any Collateral or Guarantor Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of two hundred fifty thousand dollars ($250,000);100,000; or (vvi) change the rights and duties of Agent; (vi) permit any Revolving Advance to be made if after giving effect thereto the total of Advances outstanding hereunder would exceed the Aggregate Formula Amount for more than thirty (30) consecutive Business Days or exceed one hundred ten percent (110%) of the Aggregate Formula Amount; or (vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date. Any such supplemental agreement shall apply equally to each Lender and shall be binding upon BorrowersBorrower, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, BorrowersBorrower, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to matter that was the subject of the request. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by Agent (the "Designated Lender"), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event PNC elects to require any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agent.

The Required Lenders. Agent with the written consent in writing of the Required Lenders, and Borrowers Borrower may, subject to the provisions of this Section 15.2 (b15.2(b), from time to time enter into written supplemental agreements to this Agreement or any of the Other Documents executed by Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or any Borrower thereunder or the conditions, provisions or terms thereof of or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; providedPROVIDED, howeverHOWEVER, that no such supplemental agreement shall, without the consent of all Lenders: (i) increase the Commitment Percentage or commitment amount of any Lender; (ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers Borrower to Lenders pursuant to this AgreementAgreement or alter the amount of repayments; (iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b); (iv) release any portion of the Collateral or Guarantor Collateral with an aggregate value in excess of $1,000,000 during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of two hundred fifty thousand dollars ($250,000); (v) change the rights and duties of Agent; (vi) increase the Maximum Revolving Amount or permit any Revolving Advance Out-of-Formula Loan to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Aggregate Formula Amount for more than thirty (30) consecutive Business Days days or exceed one hundred ten percent (110%) of the Aggregate Formula Amount; or (vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date. Any such supplemental agreement shall apply equally to each Lender and shall be binding upon BorrowersBorrower, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, BorrowersBorrower, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. In the event that Agent requests the consent of a Lender pursuant . a. By changing all references to this November 1, 1999 or December 1, 1999 in Section 15.2 and such Lender shall not respond or reply 6.15 to Agent in writing within ten (10) days of delivery of such requestDecember 15, such Lender shall be deemed to have consented to matter that was the subject of the request. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by Agent (the "Designated Lender"), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event PNC elects to require any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agent1999.

The Required Lenders. Agent with Notwithstanding the foregoing, the rate of interest on the Notes and the amount of any Facility Fees or Utilization Fees may not be reduced or forgiven, the term of the Notes may not be extended, the regularly scheduled payment date for principal or interest on the Notes, the Reimbursement Obligations or any Facility Fees or Utilization Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Required Lenders, Borrower and Borrowers may, subject to the provisions written consent of each Lender directly affected thereby; the principal amount of any Loans may not be forgiven without the written consent of each Lender directly affected thereby; this Section 15.2 (b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or any Borrower thereunder or the conditions, provisions or terms thereof of waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, 24 may not be changed without the written consent of the BorroweR and the written consent of all of the Lenders: (i) increase the Commitment Percentage of any Lender; (ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers to Lenders pursuant to this Agreement; (iii) alter ; the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b); (iv) may not be amended without the written consent of all of the Lenders; the Agent may not release any Collateral or Guarantor Collateral during any calendar year guaranty for the Obligations (other than except as provided in accordance with Section 4.13 hereof) without the provisions written consent of this Agreement) having an aggregate value in excess of two hundred fifty thousand dollars ($250,000); (v) change all the rights and duties of Agent; (vi) permit any Revolving Advance to be made if after giving effect thereto Lenders; the total of Advances outstanding hereunder would exceed the Aggregate Formula Amount for more than thirty (30) consecutive Business Days or exceed one hundred ten percent (110%) amount of the Aggregate Formula Amount; or (vii) increase Agent Fees payablE for the Advance Rates above the Advance Rates in effect on the Closing Date. Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders account of the Obligations. In Agent, any provision applicable to the case Swing Line Loans and the Agent in its capacity as lender of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rightsthe Swing Line Loans, and any Event Section 13 hereof may not be amended without the written consent of Default waived shall the Agent; anD no provision applicable to the Issuing Bank may be deemed to be cured and not continuing, but no amended without the written consent of the Issuing Bank. No waiver of a specific Event of Default shall extend to or affect any subsequent Event of Default (whether or obligation not the subsequent Event of Default is the same as the Event of Default which was waived), expressly waived or impair any right consequent thereon. In No course of dealing or delay or omission on the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to matter that was the subject part of the request. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by Agent (the "Designated Lender"), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event PNC elects to require any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to assign its interest or demand upon the Borrower shall entitle the Borrower to PNC other or to the Designated Lender, PNC will so notify such Lender further notice or demand in writing within forty-five (45) days following such Lender's denial, and such Lender will assign its interest to PNC similar or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agentother circumstances.

The Required Lenders. Agent with As to any provisions of this Agreement or the written consent other Credit Documents under which action may or is required to be taken upon direction or approval of the Required Lenders, the direction or approval of the Required Lenders shall be binding upon each Lender to the same extent and Borrowers maywith the same effect as if each Lender had joined therein. Several Obligations. The obligations and commitments of each Lender under this Agreement and the other Credit Documents are several and neither any Agent nor any Lender shall be responsible for the performance by the other Lenders of its obligations or commitments hereunder or thereunder. Notwithstanding any liability of Lenders stated to be joint and several to third Persons under any of the Credit Documents, such liability shall be shared, as among Lenders, Pro Rata according to the respective Commitments of Lenders. Agents in their Individual Capacities. With respect to its obligation to lend under this Agreement, the Loans made by it and each Note issued to it, each Agent shall have the same rights and powers hereunder and under the other Credit Documents as any other Lender or holder of a Note and may exercise the same as though it were not performing the duties specified herein; and the terms “Lenders,” “Required Lenders,” or any similar term shall, unless the context clearly otherwise indicates, include each Agent in its capacity as a Lender. Each Agent and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with any Borrower, or any Affiliate of any Borrower, as if it were any other bank and without any duty to account therefor (or for any fees or other consideration received in connection therewith) to the other Lenders. Bank or its affiliates may receive information regarding any Borrower or any of such Borrower’s Affiliates and account debtors (including information that may be subject to confidentiality obligations in favor of Borrowers or any of their Affiliates) and Lenders acknowledge that neither Administrative Agent nor Bank shall be under any obligation to provide such information to Lenders to the extent acquired by Bank in its individual capacity and not as Administrative Agent hereunder. No Third Party Beneficiaries. This Section 13 is not intended to confer any rights or benefits upon Borrowers or any other Person except Lenders and Agents, and no Person (including any or all Borrowers) other than Lenders and Agents shall have any right to enforce any of the provisions of this Section 15.2 (b)13 except as expressly provided in Section 13.17 hereof. As between Borrowers and Agents, from time any action that Agents may take or purport to time enter into written supplemental agreements to this Agreement or the Other Documents for the purpose take on behalf of adding or deleting Lenders under any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or any Borrower thereunder or the conditions, provisions or terms thereof of waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, without the consent of all Lenders: (i) increase the Commitment Percentage of any Lender; (ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers to Lenders pursuant to this Agreement; (iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b); (iv) release any Collateral or Guarantor Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of two hundred fifty thousand dollars ($250,000); (v) change the rights and duties of Agent; (vi) permit any Revolving Advance to be made if after giving effect thereto the total of Advances outstanding hereunder would exceed the Aggregate Formula Amount for more than thirty (30) consecutive Business Days or exceed one hundred ten percent (110%) of the Aggregate Formula Amount; or (vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date. Any such supplemental agreement shall apply equally to each Lender and Credit Documents shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed conclusively presumed to have consented to matter that was the subject of the request. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 been authorized and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated approved by Agent (the "Designated Lender"), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event PNC elects to require any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, Lenders as appropriate, and Agentherein provided.