ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent:
(a) Any extension of the Maturity Date.
(b) Any release of all or substantially all of the Collateral not otherwise required or provided for in the Loan Documents or to facilitate a Liquidation.
(c) Any amendment of the definition of the terms “Borrowing Base”, “Last Out Borrowing Base”, “Availability” or “Aggregate Availability” or of any definition of any component thereof, such that more credit would be available to the Loan Parties, based on the same assets, as would have been available to the Loan Parties immediately prior to such amendment , it being understood, however, that:
(i) The foregoing shall not limit the adjustment by the Administrative Agent of any Reserve in the Administrative Agent’s administration of the Credit Facilities as otherwise permitted by this Agreement.
(ii) The foregoing shall not prevent the Administrative Agent, in its administration of the Credit Facilities, from restoring any component of Borrowing Base which had been lowered by the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value.
(d) Any release of any Person obligated on account of the Liabilities (except in connection with a sale of such Person approved by the SuperMajority Lenders in accordance with the terms of this Agreement).
(e) The making of any Revolving Credit Loan which, when made, exceeds Availability and is not a Permitted Protective OverAdvance, provided, however,
(i) no Consent shall be required in connection with the making of any Revolving Credit Loan to “cover” any honoring of a drawing under any L/C; and
(ii) each Lender recognizes that subsequent to the making of a Revolving Credit Loan which does not constitute a Permitted Protective OverAdvance, the unpaid principal balance of the Loan Account may exceed the Borrowing Base on account of changed circumstances beyond the control of the Administrative Agent (such as a drop in collateral value).
(f) The waiver of the obligation of the Loan Parties to reduce the unpaid principal balance of the Credit Facilities to an amount which does not exceed a Permitted Protective OverAdvance or, subject to the time limits included in Section 15.3(a) (which places time and frequency limits on Permitted Protective OverAdvances).
(g) Any amendment of this Article 15.
(h) Amendment of any of the following Sections of this Agreement: (i) 12.4 (ii) 13.6 (iii) 13.7 (i) Amendment of any of th...
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent:
(a) Any increase in any Revolving Credit Lender's Revolving Credit Dollar Commitment or Revolving Credit Percentage Commitment (other than by reason of the application of Section 15.10 (which deals with NonConsenting Revolving Credit Lenders) or Section 16.1 (which deals with assignments and participations)).
(b) Any decrease in any interest rate or fee payable to the Revolving Credit Lenders on account of the Revolving Credit Loans.
(c) Any extension of the Maturity Date.
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent:
(a) Any release of a material portion of the Collateral, but such Consent to such release is not required if any of the following conditions is satisfied:
(i) Such release is otherwise required or provided for in the Loan Documents.
(ii) Such release is being made to facilitate a Liquidation.
(iii) No OverLoan exists immediately after giving effect to the application to the Loan Account of the net proceeds received on account of the transaction in which such release is made but only where any of the following conditions is not satisfied:
(b) Any amendment of the Definitions of "Borrowing Base" or "Availability" or of any Definition of any component thereof, such that more credit would be available to the Borrowers, based on the same assets, as would have been available to the Borrowers immediately prior to such amendment , it being understood, however, that:
(i) The foregoing shall not limit the adjustment by the Agent of any Reserve in the Agent's administration of the Revolving Credit as otherwise permitted by this Agreement.
(ii) The foregoing shall not prevent the Agent, in its administration of the Revolving Credit, from restoring any component of Borrowing Base which had been lowered by the Agent back to the value of such component, as stated in this Agreement or to an intermediate value.
(iii) The amendment of any financial performance covenant to which direct or indirect reference is made in the Definition of "Availability" or "Borrowing Base" or in the Definition of any component thereof shall be subject to amendment as otherwise provided in this Agreement (and by Consent of the Majority Lenders if not subject to any other specific provision of this Agreement).
(c) Any release of any Person obligated on account of the Liabilities.
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent; provided that, the actions contemplated by clause (a) (except to the extent any such action would increase the Aggregate Loan Commitment), (b), (d) and (e) of this Section 15.5, shall only require the consent of each Lender affected thereby:
(a) Any increase in any Lender’s Revolving Credit Dollar Commitment or Term Loan Commitment, Maximum Revolving Credit Dollar Commitment, Revolving Credit Percentage Commitment or Term Loan Percentage (other than by reason of the application of Section 15.10 (which deals with NonConsenting Lenders) or Section 16.1 (which deals with assignments and participations)).
(b) Any decrease in any interest rate or fee payable to the Lenders on account of the Loans.
(c) Any extension of the Maturity Date.
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent:
(a) Any release of a material portion of the Collateral, but such Consent to such release is not required if any of the following conditions is satisfied:
(i) Such release is otherwise required or provided for in the Loan Documents.
(ii) Such release is being made to facilitate a Liquidation.
(iii) No OverLoan exists immediately after giving effect to the application to the Loan Account of the net proceeds received on account of the transaction in which such release is made (but such release shall require the consent of the Majority Lenders).
(b) Any amendment of the Definitions of "Borrowing Base", "Filene's Borrowing Base", "VC Borrowing Base", "Excess Availability Reserve", "Availability", "Filene's Availability" or "VC Availability" or of any Definition of any component thereof, such that more credit would be available to a Borrower, based on the same assets, as would have been available to such Borrower immediately prior to such amendment , it being understood, however, that:
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with the Consent of each Lender directly adversely affected thereby or with Unanimous Consent (as set forth below):
(a) Any increase in any Lender's Commitment, Term Loan Percentage or Revolving Credit Commitment Percentage (other than by reason of the application of Section 15.10 (which deals with NonConsenting Lenders) or Section 16.1 (which deals with assignments -96- 106 and participations)) requires the consent of the Majority Lenders and each Lender whose Commitment, Term Loan Percentage and/or Revolving Credit Commitment Percentage is being so increased.
(b) Any decrease in any interest rate or fee payable to the Lenders on account of the Loans requires Unanimous Consent.
(c) Any extension of the Maturity Date (other than pursuant to Section 2.25) requires Unanimous Consent.
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with the written consent of each Lender adversely affected thereby or with Unanimous Consent.
(a) Any increase in any Lender's Dollar Commitment (other than by reason of the application of Section 16.9 (which deals with Nonconsenting Tranche A Lenders) or Section 17.1 (which deals with assignments and participations).
(b) Any decrease in any interest rate or fee payable to the Tranche A Lenders on account of the Revolving Credit Loans (but with respect to any such decrease, the Tranche B Lender's consent shall not be required).
(c) Any change to the Maturity Date.
(d) Any forgiveness of all or any portion of any payment Liability.
(e) Any release of a material portion of the Collateral not otherwise permitted, required or provided for in the Loan Documents.
(f) Any amendment of the definition of the terms "Borrowing Base", or "Availability" or of any definition of any component thereof, such that more credit would be available to the Borrowers, based on the same assets, than would have been available to the Borrowers immediately prior to such amendment, it being understood, however, that: (i) The foregoing shall not limit the adjustment by the Agent of any Reserve in the Agent's administration of the Revolving Credit as otherwise permitted by this Agreement; and
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent:
(a) Any increase in any Lender’s Revolving Credit Dollar Commitment or Term Loan Commitment, Maximum Revolving Credit Dollar Commitment, Revolving Credit Percentage Commitment or Term Loan Percentage (other than by reason of the application of Section 15.10 (which deals with NonConsenting Lenders) or Section 16.1 (which deals with assignments and participations)).
(b) Any decrease in any interest rate or fee payable to the Lenders on account of the Loans.
(c) Any extension of the Maturity Date.
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with the written consent of each Lender adversely affected thereby or with Unanimous Consent.
(a) Any increase in any Lender's Dollar Commitment (other than by reason of the application of Section 16.9 (which deals with Nonconsenting Tranche A Lenders) or Section 17.1 (which deals with assignments and participations).
(b) Any decrease in any interest rate or fee payable to the Tranche A Lenders on account of the Revolving Credit Loans (but with respect to any such decrease, the Tranche B Lender's consent shall not be required).
(c) Any change to the Maturity Date.
ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT. None of the following may take place except with Unanimous Consent: (a) Any increase in any Revolving Credit Lender's Revolving Credit Dollar Commitment or Revolving Credit Percentage Commitment (other than by reason of the application of Section 15:15-10 (which deals with NonConsenting Revolving Credit Lenders) or Section 16:16-1 (which deals with assignments and participations)).
