Consent of all Lenders. Without the written consent of all Lenders, no amendment, modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall:
(i) amend, modify, terminate or waive any term or condition of Sections 10.5(a), 10.5(b), this 10.5(c), 10.5(d), 10.6 or the definition of “Affiliated Lender”, “Debt Fund Affiliate”, “Eligible Assignee” or “Non-Debt Fund Affiliate”;
(ii) amend, modify, terminate or waive any term or condition of this Agreement or any other Credit Document that specifies the number or percentage of Lenders required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunder;
(iii) amend, modify, terminate or waive any provision of the definition of “Required Lenders” or “Pro Rata Share” or amend, modify or waive any provision of Section 2.17 in a manner that would alter the pro rata sharing or payments or setoffs required thereby, without the written consent of each Lender adversely affected thereby; provided, with the consent of the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Credit Commitments and the Revolving Loans are included on the Closing Date;
(iv) release or subordinate the Liens of the Secured Parties in all or substantially all of the Collateral, or release any material Guarantor from the Guaranty (other than pursuant to or in connection with a transaction permitted under Section 6.8 or 6.9) or subordinate the rights or claims of the Beneficiaries with respect thereto, in each case, except as expressly provided in the Credit Documents; provided, in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Required Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents, only the consent of the Required Lenders will be needed for such release; or
(v) other than pursuant to a transaction permitted by Section 6.8, consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.
Consent of all Lenders. Without the written consent of all Lenders (other than, in the case of the clauses (iv) and (v), a Defaulting Lender), no amendment, modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall:
(i) amend, modify, terminate or waive any term or condition of Sections 10.5 or 10.6(b)(v);
(ii) amend, modify, terminate or waive any term or condition of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required;
(iii) subordinate in right of payment the Obligations to any other Indebtedness; provided, that, consents or waivers from Incremental Lenders holding Incremental Facilities that are either secured on a junior basis or unsecured and were incurred in accordance with Section 2.22 shall not be required to the extent such amendment or modification arises from the incurrence of other Incremental Facilities in accordance with Section 2.22;
(iv) amend, modify, terminate or waive any provision of Section 2.14, Section 8.3, or of the definition of “Required Lenders” or “Pro Rata Share”, except to the extent necessary to permit Incremental Facilities that are either secured on a junior basis or unsecured or Incremental Equivalent Debt incurred in accordance with Section 2.22 or Section 2.25 respectively;
(v) release the Liens of the Secured Parties in all or substantially all of the Collateral, or release all or substantially all of the value of the guarantees;
(vi) subordinate the Liens of the Secured Parties in any Collateral other than to any Lien incurred under Section 6.2(d); and
(vii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document (except as expressly provided in the Credit Documents). Notwithstanding the foregoing, no agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, this Agreement and the other Credit Documents may be amended (or amended and restated), modified or supplemented with the written consent of the Administrative Agent and the Borrower (or the Administrative Agent and the Borrower may enter into additional Credit Documents as the Administrative Agent reasonably deems appropriate) (a) to cure any ambiguity, error, omission or inconsistency of a techni...
Consent of all Lenders. No amendment, waiver or consent described in clause (a) of this Section 9.12 shall, without the written consent of each Lender:
(i) waive any condition set forth in Sections 3.1 or 3.2;
(ii) change any provision of this Section or the definition of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;
(iii) change the definition of “Eligible Assignee”; or
(iv) release all or substantially all the Collateral, or release any Loan Party from such Person’s obligations under this Agreement or any Collateral Document, or permit the release of any funds from the Collateral Accounts, in each case, unless in accordance with the Financing Documents.
Consent of all Lenders. Subject to Sections 2.12 and 2.13, no amendment, waiver or consent described in clause (a) of this Section 9.12 shall, without the written consent of each Lender:
(i) waive any condition set forth in Sections 3.1 or 3.2;
(ii) change any provision of this Section or the definition of “Majority Lenders,” “Supermajority Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;
(iii) change the definition of “Eligible Assignee”;
(iv) amend the definition of “Eligible Structure” or permit a fund that is not an Eligible Structure to be included in the Available Borrowing Base; or
(v) release all or substantially all the Collateral, or release any Loan Party from such Person’s obligations under this Agreement or any Collateral Document, or permit the release of any funds from the Revenue Account, in each case, unless in accordance with the Financing Documents. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION.
Consent of all Lenders. No amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of all of the Lenders), do any of the following:
(i) waive the satisfaction of the conditions to the effectiveness of this Agreement contained in Section 5.1.;
(ii) modify the definitions of “Credit Percentage” or amend or otherwise modify the provisions of Section 3.2.;
(iii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section;
(iv) modify the definition of the term “Requisite Lenders”, “Supermajority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; or
(v) release any Guarantor from its obligations under the Guaranty.
Consent of all Lenders notwithstanding paragraph (a) above, where an amendment, consent or waiver relates to:
(i) an extension or reduction of the duration of a Credit Facility or of the maturity of the Borrowings or of the time for any payments required of any Borrower hereunder,
(ii) any change in the Revolving Facility Total Commitment, Term Facility Total Commitment or Overdraft and L/C Commitments or a change in a particular Lender's Commitment under a Credit Facility made otherwise than in accordance with the provisions of this Agreement,
(iii) any change (other than in accordance with the provisions of Section 4.6) in the Acceptance Fee, the Applicable Margin, the Standby Fee, the L/C Fee or any amount payable by the Borrowers hereunder, whether by way of principal, interest, indemnity, fees or otherwise,
(iv) a change in the currency in which payments hereunder are to be made under any of the Operative Documents,
(v) a change in the covenants or conditions set forth in Sections 8.4, 8.5, 8.6, a change in the conditions precedent to Initial Borrowing set forth in Section 10.1.1 or a change in the Events of Default,
(vi) a change of Xxxxxxx, ICI or CII as Borrowers, or the assignment by any of them of their rights and obligations under this Agreement,
(vii) a change or release of any Subsidiary Guarantee (other than as a result of the redesignation of a Restricted Subsidiary in accordance with the provisions of this Agreement), and
(viii) a change in this Section 17.12 or a reduction in the percentage specified in the definition of "Majority Lenders" hereunder, then such amendment, consent or waiver shall require the consent of all the Lenders (subject to the provisions of Section 3.1(iii) hereof) and shall be made in writing by the Agent, whereupon such amendment, consent or waiver shall be binding upon all the Lenders.
Consent of all Lenders. Notwithstanding anything to the ----------------------------- contrary contained herein, no amendment, modification, change or waiver shall be effective without the consent of all of the Lenders to:
Consent of all Lenders. Subject to Sections 2.12 and 2.13, no amendment, waiver or consent described in clause (a) of this Section 9.12 shall, without the written consent of each Lender:
(i) waive any condition set forth in Sections 3.1 or 3.2;
(ii) change any provision of this Section or the definition of “Majority Lenders,” “Supermajority Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;
(iii) change the definition of “Eligible Assignee”; or
(iv) release all or substantially all the Collateral, or release any Loan Party from such Person’s obligations under this Agreement or any Collateral Document, or permit the release of any funds from the Revenue Account, in each case, unless in accordance with the Financing Documents. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission
Consent of all Lenders. In addition to the requirements of subsection (a) above, but subject to subsections (e) and (f) below, no amendment, waiver or consent shall, unless in writing, and signed by each Lender (or the Administrative Agent at the written direction of such Lenders), do any of the following
(i) modify the definition of “Revolving Commitment Percentage” or amend or otherwise modify the provisions of Section 3.02; provided, that with the consent solely of the Requisite Lenders, (x) additional extensions of credit pursuant hereto (which may or may not be new money tranches) may be included in the determination of “Revolving Commitment Percentage” on substantially the same basis as the Revolving Commitments and the Revolving Loans are included on the Closing Date or (y) such terms and any provisions in any Loan Document requiring pro rata payments, distributions or commitment reductions may be amended on customary terms in connection with (1) such additional extension of credit referred to in clause (x) or (2) “amend and extend” transactions;
Consent of all Lenders. Without the written consent of all Lenders, no amendment, modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall:
(i) amend, modify, terminate or waive any term or condition of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required;
(ii) amend, modify, terminate or waive any provision of the definition of “Required Lenders” or alter the required application of any payments, repayments or prepayments as between Classes of Loans pursuant to Section 2.15;
(iii) release or subordinate the Liens of the Secured Parties in all or substantially all of the Collateral, or release all or substantially all of the value of the Guarantees or subordinate the rights or claims of the Beneficiaries with respect thereto, in each case, except as expressly provided in the Credit Documents; provided, in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Required Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents, only the consent of the Required Lenders will be needed for such release; or
(iv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document (except as expressly provided in or contemplated by the Credit Documents).
