Common use of All Lenders Clause in Contracts

All Lenders. (i) permit the cancellation, excuse or reduction of the Capital Commitment of any Included Investor; (ii) amend the definition of "AVAILABLE COMMITMENT"; (iii) change the percentages specified in the definition of Required Lenders herein; (iv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Loan Documents; or (v) amend the terms of this SECTION 13.1. Notwithstanding the above: (A) no provisions of SECTION 12 may be amended or modified without the consent of Administrative Agent; (B) no provisions of SECTION 2.8 may be amended or modified without the consent of the Letter of Credit Issuer; and (C) SECTIONS 9 and 10 specify the requirements for waivers of the Affirmative Covenants and Negative Covenants listed therein, and any amendment to a provision of SECTION 9 or SECTION 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above and in SECTION 10: (1) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; (2) the Required Lenders may consent to allow a Borrower Party to use cash collateral in the context of a bankruptcy or insolvency proceeding; and (3) Administrative Agent may, in its sole discretion, agree to the modification or waiver of any of the other terms of this Credit Agreement or any other Loan Document or consent to any action or failure to act by Borrower, if such modification, waiver, or consent is of an administrative nature. If Administrative Agent shall request the consent of any Lender to any amendment, change, waiver, discharge, termination, consent or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be, such Lender shall be deemed to have given its consent to the request.

All Lenders. (i) permit Any amendment, waiver, variation, modification or consent shall require the cancellation, excuse or reduction unanimous agreement of all of the Capital Commitment Lenders if it results in: (a) any extension of maturity of any Included InvestorCommitment; (iib) amend any extension of the date of payment of any amount under the Senior Finance Documents (other than any prepayment apart from a prepayment under Clause 8.2 (Mandatory Prepayments on Change of Control)) to the Lenders; (c) any reduction in the Margin (other than by reason of the provisions of Clause 6.5 (Margin Adjustment)) or fees payable to the Lenders or any other payment under this Agreement; (d) any change in the currency of any payment to the Lenders under the Finance Documents; (e) any amendment, variation or modification of Clause 30.1 (Majority Lenders), Clause 30.2 (All Lenders), Clause 28 (Pro Rata Payments, Receipts and Set off), Clause 27.2 (Assignments and Transfers by the Obligors) or to the definition of "AVAILABLE COMMITMENT"Majority Lenders; (iiif) change the percentages specified in the definition of Required Lenders herein; (iv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Loan Documents; or (v) amend the terms of this SECTION 13.1. Notwithstanding the above: (A) no provisions of SECTION 12 may be amended or modified without the consent of Administrative Agent; (B) no provisions of SECTION 2.8 may be amended or modified without the consent of the Letter of Credit Issuer; and (C) SECTIONS 9 and 10 specify the requirements for waivers of the Affirmative Covenants and Negative Covenants listed therein, and any amendment to a provision of SECTION 9 or SECTION 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof. Notwithstanding the fact that which expressly requires the consent of all the Lenders; (g) any amendment to the order of priority or subordination under the Intercreditor Deed; (h) any change to the application of enforcement proceeds under the Intercreditor Deed. If Lenders is required in certain circumstances as set forth above and in SECTION 10: (1) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) whose Commitments aggregate more than 85% of the Bankruptcy Code supersede Total Commitments (and for this purpose the unanimous consent provisions set forth herein; (2amount of an Ancillary Lender’s Revolving Commitment shall not be reduced by the amount of its Ancillary Limit) the Required Lenders may consent have consented to allow a Borrower Party to use cash collateral in the context of a bankruptcy or insolvency proceeding; and (3) Administrative Agent may, in its sole discretion, agree to the modification or waiver of any of the other terms of this Credit Agreement matters specified in paragraphs (a) to (h) (inclusive) above (the “Consenting Lenders”), such Consenting Lenders, the Original Equity Investors or any other Loan Document or consent person nominated by Bidco and the Original Equity Investors shall have the right (but not the obligation) to any action or failure to act by Borrower, if such modification, waiver, or consent is take a transfer of an administrative nature. If Administrative Agent shall request the consent rights and obligations of any Lender which does not give such consent (the “Dissenting Lender”) for a purchase price equal to the outstanding principal amount of such Dissenting Lender’s participation in the outstanding Advances and all accrued interest, fees and other amounts payable to that Dissenting Lender hereunder (including the applicable Prepayment Premium (if any)), provided that, if 100% of the Consenting Lenders agree the Borrowers shall also have the right to prepay the outstanding principal amount of such Dissenting Lender(s) participation in the outstanding Advances and all accrued interest, fees and other amounts payable to such Dissenting Lender(s). In the event that any Lender who receives a request for an amendment, changewaiver or consent does not respond to such request within 15 Business Days (or (i) within such longer period as Bidco determines or (ii) where such Lender (acting reasonably) has, waiver, discharge, termination, consent or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) 15 Business Days of such request having been received by such Lender, requested for more time for such Lender to respond, such longer period as the making Facility Agent (acting reasonably) determines) of such request by Administrative Agent, as the case may behaving been made, such Lender and the total amount of its Commitment shall be deemed to have given its excluded for the purposes of calculating whether the requisite consent to the requestwas obtained.

All Lenders. (i) permit Any amendment, waiver, variation, modification or consent shall require the cancellation, excuse or reduction unanimous agreement of all of the Capital Commitment Lenders if it results in: (a) any extension of maturity of any Included InvestorCommitment; (iib) amend any extension of the date of payment of any amount under the Senior Finance Documents (other than any prepayment apart from a prepayment under Clause 8.2 (Mandatory Prepayments on Change of Control)) to the Lenders; (c) any reduction in the Margin (other than by reason of the provisions of Clause 6.5 (Margin Adjustment)) or fees payable to the Lenders or any other payment under this Agreement; (d) any change in the currency of any payment to the Lenders under the Finance Documents; (e) any amendment, variation or modification of Clause 30.1 (Majority Lenders), Clause 30.2 (All Lenders), Clause 28 (Pro Rata Payments, Receipts and Set off), Clause 27.2 (Assignments and Transfers by the Obligors) or to the definition of "AVAILABLE COMMITMENT"Majority Lenders; (iiif) change the percentages specified in the definition of Required Lenders herein; (iv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Loan Documents; or (v) amend the terms of this SECTION 13.1. Notwithstanding the above: (A) no provisions of SECTION 12 may be amended or modified without the consent of Administrative Agent; (B) no provisions of SECTION 2.8 may be amended or modified without the consent of the Letter of Credit Issuer; and (C) SECTIONS 9 and 10 specify the requirements for waivers of the Affirmative Covenants and Negative Covenants listed therein, and any amendment to a provision of SECTION 9 or SECTION 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof. Notwithstanding the fact that which expressly requires the consent of all the Lenders; (g) any amendment to the order of priority or subordination under the Intercreditor Deed; (h) any change to the application of enforcement proceeds under the Intercreditor Deed. If Lenders is required in certain circumstances as set forth above and in SECTION 10: (1) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) whose Commitments aggregate more than 85% of the Bankruptcy Code supersede Total Commitments (and for this purpose the unanimous consent provisions set forth herein; (2amount of an Ancillary Lender’s Revolving Commitment shall not be reduced by the amount of its Ancillary Limit) the Required Lenders may consent have consented to allow a Borrower Party to use cash collateral in the context of a bankruptcy or insolvency proceeding; and (3) Administrative Agent may, in its sole discretion, agree to the modification or waiver of any of the other terms of this Credit Agreement matters specified in paragraphs (a) to (h) (inclusive) above (the “Consenting Lenders”), such Consenting Lenders, the Original Equity Investors or any other Loan Document or consent person nominated by Bidco and the Original Equity Investors shall have the right (but not the obligation) to any action or failure to act by Borrower, if such modification, waiver, or consent is take a transfer of an administrative nature. If Administrative Agent shall request the consent rights and obligations of any Lender which does not give such consent (the “Dissenting Lender”) for a purchase price equal to the outstanding principal amount of such Dissenting Lender’s participation in the outstanding Advances and all accrued interest, fees and other amounts payable to that Dissenting Lender hereunder (including the applicable Prepayment Premium (if any)), provided that, if 100% of the Consenting Lenders agree the Borrowers shall also have the right to prepay the outstanding principal amount of such Dissenting Lender(s) participation in the outstanding Advances and all accrued interest, fees and other amounts payable to such Dissenting Lender(s). In the event that any Lender who receives a request for an amendment, changewaiver or consent does not respond to such request within 15 Business Days (or (i) within such longer period as Bidco determines or (ii) where such Lender (acting reasonably) has, waiver, discharge, termination, consent or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) 15 Business Days of such request having been received by such ▇▇▇▇▇▇, requested for more time for such Lender to respond, such longer period as the making Facility Agent (acting reasonably) determines) of such request by Administrative Agent, as the case may behaving been made, such Lender and the total amount of its Commitment shall be deemed to have given its excluded for the purposes of calculating whether the requisite consent to the requestwas obtained.

All Lenders. Any amendment or supplement to, or waiver or consent under, any Credit Document that purports to accomplish any of the following must be by a writing executed by the Borrower and executed (or approved in writing, as the case may be) by all the Lenders: (i) permit extends the cancellationdue date for, excuse decreases the amount or reduction rate of calculation of or waives the late or non-payment of, any scheduled payment or mandatory prepayment of principal or interest of any of the Capital Commitment of Obligations or any Included Investor; fees payable ratably to the Lenders under the Credit Documents, except, in each case, any adjustments or reductions that are contemplated by any Credit Document; (ii) amend changes the definition of "AVAILABLE COMMITMENT"; “Commitment”, “Commitment Percentage”, “Default Percentage” or “Required Lenders”, (iii) change the percentages specified fully or partially releases or amends any Guaranty (other than a release of any Guaranty by a Subsidiary that then is not a Significant Subsidiary, which may be approved by such Required Lenders), except, in the definition of Required Lenders herein; (iv) consent to the assignment or transfer each case, as expressly provided by any Credit Party Document or as a result of any of its rights and obligations under (a merger, consolidation or dissolution expressly permitted in respect of) the Loan Credit Documents; or (v) amend consents to any assignment by the terms of Borrower under Section 14.10(a); or (vi) changes this SECTION 13.1. Notwithstanding the above: clause (Aa) no provisions of SECTION 12 may be amended or modified without the consent of Administrative Agent; (B) no provisions of SECTION 2.8 may be amended or modified without the consent of the Letter of Credit Issuer; and (C) SECTIONS 9 and 10 specify the requirements for waivers of the Affirmative Covenants and Negative Covenants listed therein, and any amendment to a provision of SECTION 9 or SECTION 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof. Notwithstanding the fact that other matter specifically requiring the consent of all the Lenders is required under any Credit Document; provided further, that any amendment or supplement to, or waiver or consent under, any Credit Document that purports to increase or extend any part of any Lender’s Commitment must be by a writing executed by the Borrower and executed (or approved in certain circumstances writing, as set forth above and in SECTION 10: (1the case may be) each Lender is entitled to vote as by such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; (2) the Required Lenders may consent to allow a Borrower Party to use cash collateral in the context of a bankruptcy or insolvency proceeding; and (3) Administrative Agent may, in its sole discretion, agree Lender. Notwithstanding anything contained herein to the modification or waiver of any of the other terms of contrary, this Credit Agreement or any other Loan Document or consent to any action or failure to act by Borrower, if such modification, waiver, or consent is of an administrative nature. If Administrative Agent shall request may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to any amendmentsuch amendment and restatement, change, waiver, discharge, termination, consent such Lender or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender shall be deemed to have given its consent to lender or the requestAdministrative Agent, as the case may be.

All Lenders. Any amendment or supplement to, or waiver or consent under, any Credit Document that purports to accomplish any of the following must be by a writing executed by the Borrower and executed (or approved in writing, as the case may be) by all the Lenders: (i) permit extends the cancellationdue date for, excuse decreases the amount or reduction rate of calculation of or waives the late or non-payment of, any scheduled payment or mandatory prepayment of principal or interest of any of the Capital Commitment of Obligations or any Included Investor; fees payable ratably to the Lenders under the Credit Documents, except, in each case, any adjustments or reductions that are contemplated by any Credit Document; (ii) amend changes the definition of "AVAILABLE COMMITMENT"; “Commitment”, “Commitment Percentage”, “Default Percentage” or “Required Lenders”, (iii) change the percentages specified fully or partially releases or amends any Guaranty or cash collateral delivered pursuant to Section 12.1(c), except, in the definition of Required Lenders herein; (iv) consent to the assignment or transfer each case, as expressly provided by any Credit Party Document or as a result of any of its rights and obligations under (a merger, consolidation or dissolution expressly permitted in respect of) the Loan Credit Documents; or (v) amend consents to any assignment by the terms of Borrower under Section 14.10(a); or (vi) changes this SECTION 13.1. Notwithstanding the above: clause (Aa) no provisions of SECTION 12 may be amended or modified without the consent of Administrative Agent; (B) no provisions of SECTION 2.8 may be amended or modified without the consent of the Letter of Credit Issuer; and (C) SECTIONS 9 and 10 specify the requirements for waivers of the Affirmative Covenants and Negative Covenants listed therein, and any amendment to a provision of SECTION 9 or SECTION 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof. Notwithstanding the fact that other matter specifically requiring the consent of all the Lenders is required under any Credit Document; provided further, that any amendment or supplement to, or waiver or consent under, any Credit Document that purports to increase or extend any part of any Lender’s Commitment must be by a writing executed by the Borrower and executed (or approved in certain circumstances writing, as set forth above and in SECTION 10: (1the case may be) each Lender is entitled to vote as by such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; (2) the Required Lenders may consent to allow a Borrower Party to use cash collateral in the context of a bankruptcy or insolvency proceeding; and (3) Administrative Agent may, in its sole discretion, agree Lender. Notwithstanding anything contained herein to the modification or waiver of any of the other terms of contrary, this Credit Agreement or any other Loan Document or consent to any action or failure to act by Borrower, if such modification, waiver, or consent is of an administrative nature. If Administrative Agent shall request may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to any amendmentsuch amendment and restatement, change, waiver, discharge, termination, consent such Lender or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender shall be deemed to have given its consent to lender or the requestAdministrative Agent, as the case may be.

All Lenders. Any amendment or supplement to, or waiver or consent under, any Credit Document that purports to accomplish any of the following must be by a writing executed by the Borrower and executed (or approved in writing, as the case may be) by all the Lenders: (i) permit extends the cancellationdue date for, excuse decreases the amount or reduction rate of calculation of or waives the late or non- payment of, any scheduled payment or mandatory prepayment of principal or interest of any of the Capital Commitment of Obligations or any Included Investor; fees payable ratably to the Lenders under the Credit Documents, except, in each case, any adjustments or reductions that are contemplated by any Credit Document; (ii) amend changes the definition of "AVAILABLE COMMITMENT"; “Commitment”, “Commitment Percentage”, “Default Percentage” or “Required Lenders”, (iii) change the percentages specified fully or partially releases or amends any Guaranty (other than a release of any Guaranty by a Subsidiary that then is not a Significant Subsidiary, which may be approved by such Required Lenders) or cash collateral delivered pursuant to Section 12.1(c), except, in the definition of Required Lenders herein; (iv) consent to the assignment or transfer each case, as expressly provided by any Credit Party Document or as a result of any of its rights and obligations under (a merger, consolidation or dissolution expressly permitted in respect of) the Loan Credit Documents; or (v) amend consents to any assignment by the terms of Borrower under Section 14.10(a); or (vi) changes this SECTION 13.1. Notwithstanding the above: clause (Aa) no provisions of SECTION 12 may be amended or modified without the consent of Administrative Agent; (B) no provisions of SECTION 2.8 may be amended or modified without the consent of the Letter of Credit Issuer; and (C) SECTIONS 9 and 10 specify the requirements for waivers of the Affirmative Covenants and Negative Covenants listed therein, and any amendment to a provision of SECTION 9 or SECTION 10 shall require the consent of the Lenders that are specified therein as required for a waiver thereof. Notwithstanding the fact that other matter specifically requiring the consent of all the Lenders is required under any Credit Document; provided further, that any amendment or supplement to, or waiver or consent under, any Credit Document that purports to increase or extend any part of any Lender’s Commitment must be by a writing executed by the Borrower and executed (or approved in certain circumstances writing, as set forth above and in SECTION 10: (1the case may be) each Lender is entitled to vote as by such Lender sees fit on any reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein; (2) the Required Lenders may consent to allow a Borrower Party to use cash collateral in the context of a bankruptcy or insolvency proceeding; and (3) Administrative Agent may, in its sole discretion, agree Lender. Notwithstanding anything contained herein to the modification or waiver of any of the other terms of contrary, this Credit Agreement or any other Loan Document or consent to any action or failure to act by Borrower, if such modification, waiver, or consent is of an administrative nature. If Administrative Agent shall request may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to any amendmentsuch amendment and restatement, change, waiver, discharge, termination, consent such Lender or exercise of rights covered by this Credit Agreement, and not receive such consent or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender shall be deemed to have given its consent to lender or the requestAdministrative Agent, as the case may be.