Common use of Approval of Lenders and Agent Clause in Contracts

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders directly and adversely affected thereby (other than a Non-Funding Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder or amend the voting percentages hereunder; or (E) change the payment waterfall in Section 5.3(b) hereof; (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding Lender) do any of the following at any time: (A) release all or substantially all of the value of the Collateral under any Financing Agreement or any guarantee of the Obligations; and (B) permit any Credit Party to assign its rights under the Financing Agreements. (b) Notwithstanding Section 11.14(a), Agent may, without the consent of Lenders, make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency. Agent shall, within a reasonable time, notify Lenders or any such action. (c) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Lenders required above to take such action, affect the rights or duties of Issuing Lender under this Agreement or any of the other Financing Agreements. (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Financing Agreements. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice of such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may be.

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d)) , no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders directly and adversely affected thereby (other than a Non-Funding Defaulting Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder or amend the voting percentages hereunder; or (E) change the payment waterfall in Section 5.3(b) hereof; (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding Defaulting Lender) do any of the following at any time: (A) release all or substantially all of (x) the value of the Collateral under any Financing Agreement or any guarantee (y) the guarantees of the Obligations; and (B) permit any Credit Party to assign its rights under the Financing Agreements. (b) Notwithstanding Section 11.14(a), Agent may, without the consent of Lenders, (i) make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, omission, defect or inconsistency, (ii) enter into amendments or modifications to this Agreement or any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.2(c) in accordance with the terms of Section 3.2(c), (iii) amend any provision of any other Financing Agreement to better implement the intentions of this Agreement and the other Financing Agreements, in each case, such amendments shall become effective without any further action or consent of any other party to any Financing Agreement if the same is not objected to in writing by Required Lenders within five (5) Business Days following receipt of notice thereof and (iv) enter into amendments or modifications to this Agreement or any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any provisions related to Term Loans or otherwise effectuate the terms of Section 2.6 with respect to the establishment of any Term Loan Commitments. Agent shall, within a reasonable time, shall promptly notify Lenders or of any such action. (c) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Lenders required above to take such action, affect the rights or duties of Issuing Lender under this Agreement or any of the other Financing Agreements. (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Financing Agreements. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice of such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may be. (f) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Swingline Lender in addition to Lenders required above to take such action, affect the rights or duties of Swingline Lender under this Agreement or any of the other Financing Agreements.

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d)) , no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders directly and adversely affected thereby (other than a Non-Funding Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder or amend the voting percentages hereunder; or (E) change the payment waterfall in Section 5.3(b) hereof; (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding Lender) do any of the following at any time: (A) release all or substantially all of (x) the value of the Collateral under any Financing Agreement or any guarantee (y) the guarantees of the Obligations; and (B) permit any Credit Party to assign its rights under the Financing Agreements. (b) Notwithstanding Section 11.14(a), Agent may, without the consent of Lenders, (i) make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, omission, defect or inconsistency. Agent shall, within a reasonable time, notify Lenders (ii) enter into amendments or any such action. (c) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition modifications to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Lenders required above to take such action, affect the rights or duties of Issuing Lender under this Agreement or any of the other Financing Agreements. (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.2(c) in respect accordance with the terms of the Collateral Section 3.2(c), (including the release or impairment iii) amend any provision of any Collateral) other than in its capacity as a Lender andFinancing Agreement to better implement the intentions of this Agreement and the other Financing Agreements, in such each case, only such amendments shall become effective without any further action or consent of any other party to any Financing Agreement if the same is not objected to in writing by Required Lenders within five (5) Business Days following receipt of notice thereof and (iv) enter into amendments or modifications to this Agreement or any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any provisions related to Term Loans or otherwise effectuate the terms of Section 2.6 with respect to the extent expressly provided in the Financing Agreementsestablishment of any Term Loan Commitments. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice promptly notify Lenders of any such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may beaction.

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d)) , no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders directly and adversely affected thereby (other than a Non-Funding FundingDefaulting Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder or amend the voting percentages hereunder; or (E) change the payment waterfall in Section 5.3(b) hereof; (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding FundingDefaulting Lender) do any of the following at any time: (A) release all or substantially all of (x) the value of the Collateral under any Financing Agreement or any guarantee (y) the guarantees of the Obligations; and (B) permit any Credit Party to assign its rights under the Financing Agreements. (b) Notwithstanding Section 11.14(a), Agent may, without the consent of Lenders, (i) make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, omission, defect or inconsistency. Agent shall, within a reasonable time, notify Lenders (ii) enter into amendments or any such action. (c) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition modifications to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Lenders required above to take such action, affect the rights or duties of Issuing Lender under this Agreement or any of the other Financing Agreements. (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.2(c) in respect accordance with the terms of the Collateral Section 3.2(c), (including the release or impairment iii) amend any provision of any Collateral) other than in its capacity as a Lender andFinancing Agreement to better implement the intentions of this Agreement and the other Financing Agreements, in such each case, only such amendments shall become effective without any further action or consent of any other party to any Financing Agreement if the same is not objected to in writing by Required Lenders within five (5) Business Days following receipt of notice thereof and (iv) enter into amendments or modifications to this Agreement or any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any provisions related to Term Loans or otherwise effectuate the terms of Section 2.6 with respect to the extent expressly provided in the Financing Agreementsestablishment of any Term Loan Commitments. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice promptly notify Lenders of any such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may beaction.

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d11.15(b), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all affected Lenders directly and adversely affected thereby (other than a Non-Funding Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder 11.15 or amend reduce the voting percentages hereunder; , or (E) change the payment waterfall in Section 5.3(b6.4(a) hereof;, (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding Lender) do any of the following at any time: (A) release all or substantially all of the value of the Collateral collateral under any Financing Agreement or any guarantee of the Obligations; and; (B) permit Borrower or any Credit Party Obligor to assign its rights under the Financing Agreements; (C) amend the Pro Rata sharing provisions hereunder; or (D) amend the voting percentages hereunder. (b) Notwithstanding Section 11.14(a11.15(a), Agent may, without the consent of Lenders, make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency. Agent shall, within a reasonable time, notify Lenders or any such action. (c) . Notwithstanding Section 11.14(a11.15(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) . Notwithstanding Section 11.14(a11.15(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing the applicable counterparty (being Agent, a Lender or their respective Affiliates) to a Secured Hedging Agreement (other than Borrower), in addition to Lenders required above to take such action, affect release all or substantially all of the rights or duties value of Issuing Lender the collateral under this any Financing Agreement or any guarantee of the other Financing AgreementsObligations or amend Section 6.4(a) or Section 11.15(b). (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Financing Agreements. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice of such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may be.

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d11.15(b), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all affected Lenders directly and adversely affected thereby (other than a Non-Funding Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder 11.15 or amend reduce the voting percentages hereunder; , or (E) change the payment waterfall in Section 5.3(b6.4(a) hereof;, (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding Lender) do any of the following at any time: (A) release all or substantially all of the value of the Collateral collateral under any Financing Agreement or any guarantee of the Obligations; and; (B) permit Borrower or any Credit Party Obligor to assign its rights under the Financing Agreements; (C) amend the Pro Rata sharing provisions hereunder; or (D) amend the voting percentages hereunder. (b) Notwithstanding Section 11.14(a11.15(a), Agent may, without the consent of Lenders, make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency. Agent shall, within a reasonable time, notify Lenders or any such action. (c) . Notwithstanding Section 11.14(a11.15(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) . Notwithstanding Section 11.14(a11.15(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender the applicable counterparty to a Swap Agreement (other than Borrower), in addition to Lenders required above to take such action, affect release all or substantially all of the rights or duties value of Issuing Lender the collateral under this any Financing Agreement or any guarantee of the other Financing AgreementsObligations or amend Section 6.4(a) or Section 11.15(b). (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Financing Agreements. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice of such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may be.

Approval of Lenders and Agent. (a) Notwithstanding any other provision of this Agreement but subject to Section 11.14(b), (c) and (d)) , no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Credit Parties and the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; (i) provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders directly and adversely affected thereby (other than a Non-Funding Defaulting Lender) do any of the following at any time: (A) reduce the rate or amount of any principal, interest or fees payable by Borrower or alter the currency or mode of calculation or computation thereof; (B) extend the time for payments required to be made by Borrower or the Maturity Date; (C) increase any Lender’s Revolving Loan Commitment; (D) change the definition of Required Lenders, any provision of this Section 11.14, amend the pro rata sharing provisions hereunder or amend the voting percentages hereunder; or (E) change the payment waterfall in Section 5.3(b) hereof; (ii) provided further that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than a Non-Funding Defaulting Lender) do any of the following at any time: (A) release all or substantially all of (x) the value of the Collateral under any Financing Agreement or any guarantee (y) the guarantees of the Obligations; and (B) permit any Credit Party to assign its rights under the Financing Agreements. (b) Notwithstanding Section 11.14(a), Agent may, without the consent of Lenders, (i) make amendments to the Financing Agreements that are for the sole purpose of curing any immaterial or administrative ambiguity, omission, defect or inconsistency. Agent shall, within a reasonable time, notify Lenders (ii) enter into amendments or any such action. (c) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Agent in addition modifications to Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any of the other Financing Agreements. (d) Notwithstanding Section 11.14(a), no amendment, waiver or consent shall, unless in writing and signed by Issuing Lender in addition to Lenders required above to take such action, affect the rights or duties of Issuing Lender under this Agreement or any of the other Financing Agreements. (e) No Cash Management Bank or Hedge Bank that obtains the benefits of Section 5.3 or any Collateral by virtue of the provisions hereof or of any Financing Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.2(c) in respect accordance with the terms of the Collateral Section 3.2(c), (including the release or impairment iii) amend any provision of any Collateral) other than in its capacity as a Lender andFinancing Agreement to better implement the intentions of this Agreement and the other Financing Agreements, in such each case, only such amendments shall become effective without any further action or consent of any other party to any Financing Agreement if the same is not objected to in writing by Required Lenders within five (5) Business Days following receipt of notice thereof and (iv) enter into amendments or modifications to this Agreement or any other Financing Agreement or enter into additional Financing Agreements as Agent reasonably deems appropriate in order to implement any provisions related to Term Loans or otherwise effectuate the terms of Section 2.6 with respect to the extent expressly provided in the Financing Agreementsestablishment of any Term Loan Commitments. Notwithstanding any other provision of this Article 11 to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Agreements and Secured Cash Management Agreements unless Agent has received written notice promptly notify Lenders of any such Secured Hedge Agreements and Secured Cash Management Agreements, together with such supporting documentation as Agent may request from the applicable Hedge Bank or Cash Management Bank, as the case may beaction.