Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.
Waivers; Amendment; Joinder Agreements. No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative, each Grantor and the Joint Collateral Agent; provided that no Company nor any other Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its respective rights or obligations hereunder are directly and adversely affected.
Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
Waivers; Amendment; Joinder Agreements. (a) No failure or delay delivery of this Agreement. The terms of this Agreement shall survive, and shall continue in full on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective discontinuance of steps to enforce such a right or power, preclude any other or further exercise to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof or the exercise of any other right or power. The rights and remedies of the parties hereto hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No render unenforceable such provision in any other jurisdiction. waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and SECTION
Waivers; Amendment; Joinder Agreements. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Collateral Agent (and with ...
(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and deliver...
(d) Notwithstanding the foregoing, without the consent of any other Collateral Agent or First-Lien Secured Party, the Controlling Collateral Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurre...
(e) Notwithstanding the foregoing, any Grantor may become a party hereto by execution and delivery to the Controlling Collateral Agent of an assumption or joinder agreement in accordance with Section 5.15.
Waivers; Amendment; Joinder Agreements. 22 SECTION 5.03 Parties in Interest 23 SECTION 5.04 Survival of Agreement 23 SECTION 5.05 Counterparts 23 SECTION 5.06 Severability 23 SECTION 5.07 Governing Law 23 SECTION 5.08 Submission to Jurisdiction; Waivers 23 SECTION 5.09 WAIVER OF JURY TRIAL 24 SECTION 5.10 Headings 24 SECTION 5.11 Conflicts 24 SECTION 5.12 Provisions Solely to Define Relative Rights 24 SECTION 5.13 Integration 24 SECTION 5.14 Other First Lien Obligations 25 SECTION 5.15 Agent Capacities 26 Exhibit A - Form of Joinder Agreement PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) dated as of April 20, 2012, among XXXXXXX SACHS CREDIT PARTNERS L.P., as administrative agent and collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacities and together with its successors in such capacity, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”) and as collateral agent for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Collateral Agent”), and each additional Authorized Representative and Collateral Agent from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity. Reference is made to (i) the Credit Agreement dated as of January 30, 2007 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among SITEL, LLC, a Delaware limited liability company (“U.S. Borrower”), CLIENTLOGIC HOLDING LIMITED, a company incorporated in England and Wales under company number 3530981 (“UK Borrower”), SITEL CANADA CORPORATION, an Ontario corporation (“Canadian Borrower”; and Canadian Borrower, collectively with U.S. Borrower and UK Borrower, the “Borrowers”), SITEL WOLRDWIDE CORPORATION (f/k/a ClientLogic Corporation), a Delaware corporation (“Holdings”), each other Credit Party party thereto from time to time, the Lenders party thereto from time to time, the Administrative Agent and the other parties named therein and (ii) the Security Agreement dated as of January 30, 2007 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Security Agree...
Waivers; Amendment; Joinder Agreements. 24 SECTION 6.03 Parties in Interest.......................................................................................... 25 SECTION 6.04 Effectiveness, Survival of Agreement, Severability .................................... 25 i 77660844_6 77660844_6
Waivers; Amendment; Joinder Agreements. 33 ZAYO — Intercreditor Agreement
