Common use of Consent of all Lenders Clause in Contracts

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, 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 Term 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 LendersLenders (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(a10.5 or 10.6(b)(v), 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 expressly provides that the number or percentage consent of all Lenders required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunderis required; (iii) amend, modify, terminate or waive any provision of Section 2.14 or 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 all or in connection with a transaction permitted under Section 6.8 or 6.9) or subordinate the rights or claims substantially all 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 value 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; orGuarantees; (v) subordinate the Liens of the Secured Parties in any Collateral other than to any Lien incurred under Section 6.2(d) or to the Lien securing Permitted First Lien Indebtedness in accordance with the Closing Date Intercreditor Agreement; (vi) amend any provision to the Closing Date Intercreditor Agreement other than the joinder of additional Permitted First Lien Indebtedness pursuant to a transaction permitted by Section 6.8, the terms thereof; and (vii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit DocumentDocument (except as expressly provided in the Credit Documents). Notwithstanding the foregoing, (A) 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, (B) upon notice thereof by the Borrower to the Administrative Agent with respect to the inclusion of any modifications constituting Conforming Principles, this Agreement shall be amended by an agreement in writing entered into by the Borrower and the Administrative Agent without the need to obtain the consent of any Lender to include any such modifications on the date of the incurrence of the Permitted First Lien Debt[reserved] and (C) any amendments implementing a replacement rate in accordance with Section 2.15(f) will be effective upon the consent of the Administrative Agent and the Borrower without any need to obtain the consent of any Lender to include any such modifications. Notwithstanding anything in this Agreement or the other Credit Documents, any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Credit Documents and shall be excluded in determining whether all or all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 10.5); provided that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary in this Agreement or the other Credit Documents, without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized (and the Lenders irrevocably authorize and instruct the Administrative Agent and the Collateral Agent) to, upon the reasonable request of the Borrower, subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that secures and is permitted to be incurred in connection with any Permitted First Lien Indebtedness or Permitted COVID Senior Lien Indebtedness and the Administrative Agent shall enter into any documentation or make any filings reasonably requested by the Borrower in connection therewith.

Consent of all Lenders. Without the written consent of all LendersLenders (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(a10.5 or 10.6(b)(v), 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 expressly provides that the number or percentage consent of all Lenders required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunderis required; (iii) amend, modify, terminate or waive any provision of Section 2.14 or 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 all or in connection with a transaction permitted under Section 6.8 or 6.9) or subordinate the rights or claims substantially all 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 value 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; orGuarantees; (v) subordinate the Liens of the Secured Parties in any Collateral other than pursuant to a transaction permitted by any Lien incurred under Section 6.8, 6.2(d); and (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit DocumentDocument (except as expressly provided in the Credit Documents). Notwithstanding the foregoing, (A) 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 and (B) any amendments implementing a replacement rate in accordance with Section 2.15(f) will be effective upon the consent of the Administrative Agent and the Borrower without any need to obtain the consent of any Lender to include any such modifications. Notwithstanding anything in this Agreement or the other Credit Documents, any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Credit Documents and shall be excluded in determining whether all or all Affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 10.5); provided that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Consent of all Lenders. Without the written consent of all LendersLenders (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(a10.5 or 10.6(b)(v), 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 expressly provides that the number or percentage consent of all Lenders required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunderis required; (iii) subordinate in right of payment the Obligations to any other Indebtedness; (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” 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”; (ivv) release or subordinate the Liens of the Secured Parties in all or substantially all of the Collateral, or release any material Guarantor from all or substantially all of the Guaranty value of the guarantees; (other than pursuant to or in connection with a transaction permitted under Section 6.8 or 6.9vi) or subordinate the rights or claims Liens of the Beneficiaries with respect thereto, Secured Parties in each case, except as expressly provided in the Credit Documentsany Collateral; 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; orand (vvii) 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 DocumentDocument (except as expressly provided in the Credit Documents). Notwithstanding the foregoing, no agreement shall amend, modify or otherwise affect the rights or duties of any Agent hereunder or under any other Credit Document without the prior written consent of such 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 technical nature, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender (as certified by the Borrower), (b) [reserved], (c) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, (d) [reserved] and (e) to implement changes contemplated by Section 6.11 with respect to a change in the Borrower’s fiscal year. In addition, notwithstanding the foregoing, the Agency Fee Letter may be amended, modified, supplemented or restated with the written consent solely of the Borrower and the Agents. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definitions of “Required Lenders”) will automatically be deemed modified accordingly for the duration of such period; provided that, subject to the limitations set forth in the first paragraph of this Section 10.1, any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, reduce any percentage specified in the definition of Required Lender, disproportionately affect such Defaulting Lender as compared to other Lenders holding the same class of Loans, or alter the terms of this proviso, will require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement or the other Credit Documents, any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Credit Documents and shall be excluded in determining whether all or all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 10.5); provided that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Consent of all Lenders. Without In addition to the written consent requirements of all Lenderssubsection (a) above, but subject to subsections (e) and (f) below, no amendment, modification, termination or waiver of any term or condition of any Credit Document, or consent to shall, unless in writing, and signed by each Lender (or the Administrative Agent at the written direction of such Lenders), do any departure by any Credit Party therefrom, shall:of the following (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 modify the definition of “Affiliated Lender”, “Debt Fund Affiliate”, “Eligible AssigneeRevolving Commitment Percentage” 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 otherwise 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 provisions 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 thereby3.02; provided, that with the consent solely of the Required 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 “Required Lenders” or “Pro Rata ShareRevolving Commitment Percentage” 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 DateDate 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; (ii) amend this Section 12.07; (iii) reduce the voting percentages set forth in the definition of the term “Requisite Lenders”; 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 “Requisite Lenders” 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; (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 value of the Beneficiaries with respect thereto, in each caseGuaranty, except as expressly provided in the Credit Documentscontemplated by Section 11.03(e); 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; orand (v) other than pursuant to a transaction release or dispose of all or substantially all of the Collateral unless released or disposed of as permitted by by, and in accordance with, Section 6.8, consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document11.03.