Decisions; Amendments, Etc of the Term Loan Facility Agreement, 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 Term Lenders under this Agreement shall be effective unless in writing signed by the Loan Parties and Term Loan Facility Agent (acting on the instruction of the Required 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:
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 that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 5.03 (Increased Costs), Section 5.05 (Funding Losses) and Section 5.06 (Taxes) (subject to the requirements and limitations therein and in Section 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 Working Capital Lender)) to the same extent as if it were a Working Capital 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 Section 5.03 (Increased Costs) or Section 5.06 (Taxes), with respect to any participation, than its participating Working Capital 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 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 or (ii) in the absence of its own gross negligence, fraud or willful misconduct. The Term Loan Facility Agent shall not be deemed to have knowledge or notice of the occurrence of any Loan Facility Event of Default unless the Term Loan Facility Agent has received a written notice in accordance with Section 8.03(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 Term Loan 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 Term Loan Facility Agent receives such a notice of the occurrence of any Loan Facility Event of Default, the Term Loan Facility Agent shall give notice thereof to the Term Lenders and the Intercreditor Agent. Subject to Article 16 (Common Remedies and Enforcement) of the Common Terms Agreement, the Term Loan Facility Agent shall take such action with respect to such Loan Facility Event of Default as is provided in ARTICLE VIII (Default and Enforcement).
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).
Decisions; Amendments, Etc 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;
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 in order to amend Section 2.1 of Schedule L of the Common Terms Agreement to increase the allowable property damage deductible as set forth herein.
Decisions; Amendments, Etc shall not require the consent of any Lender other than the Extending Term Lenders with respect to the Extended Term Loans established thereby) executed by the Loan Parties, the Term Loan Facility Agent and the Extending Term Lenders. In addition to any terms and changes required or permitted by Section 2.06(a) (Extensions of Term Loans) above, each Extension Amendment shall amend the scheduled amortization payments pursuant to Section 3.01(a) (Repayment of Term Loan Borrowings) with respect to the Existing Term Loans to reduce each scheduled repayment amount for the Existing Term Loans in the same proportion as the amount of Existing Term Loans is to be converted pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Existing Term Loan that is not an Extended Term Loan shall not be reduced as a result thereof). It is understood and agreed that each Term Lender hereunder has consented, and shall at the effective time thereof be deemed to consent, to each amendment to this Agreement and the other Finance Documents authorized by this Section 2.06 (Extensions of Term Loans) and the arrangements described above in connection therewith.
