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”, “Required Revolving Lender”, “Required Term Loan Lender” 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; provided that, only the consent of all Revolving Credit Lenders shall be required to update the definition of “Required Revolving Lender” and only the consent of all Term Loan Lenders shall be required to update the definition of “Required Term Loan Lenders”;
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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”, “Required Revolving Lender”, “Required Term Loan Lender” 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 thatin the Credit Documents). Notwithstanding the foregoing, only 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 technical nature, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender, (b) to add one or more additional credit facilities with respect to Incremental Facilities to this Agreement, including to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with any existing Loans, as applicable, and the accrued interest and fees in respect thereof and (c) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; provided, that the conditions set forth in Section 2.22 are satisfied, (d) to permit the extensions of credit from time to time outstanding under any Incremental Equivalent Debt or Specified Refinancing Debt permitted to be incurred hereunder to share ratably in the benefits of Section 2.11 with any existing Term Loans to the extent applicable taking into account the obligors and scope and lien priority of the collateral securing such Specified Refinancing Debt as compared to any existing Term Loans as reasonably determined by the Administrative Agent in consultation with the Borrower, (e) to implement changes contemplated by Section 6.11 with respect to a change in the Borrower’s fiscal year, (f) to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.21 in accordance with the terms of Section 2.21 and (g) to amend Schedules 6.1(a)(ii), 6.2(a)(ii), 6.5, 6.6(e), and 6.10(f) to give effect to the consummation of the Circuit Acquisition. 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 Administrative Agent. 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 Revolving Credit Lenders shall be required to update of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Revolving 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 only 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 Term Loan Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall be required to update require the definition consent of “Required Term Loan Lenders”;such Defaulting Lender.
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Consent of all Lenders. Without the written consent of all Lenders notwithstanding paragraph (other thana) above, in the case of the clauses (iv) and (v), a Defaulting Lender), no where an amendment, modification, termination consent or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shallrelates to:
(i) amend, modify, terminate an extension or waive reduction of the duration of a Credit Facility or of the maturity of the Borrowings or of the time for any term or condition payments required of Sections 10.5 or 10.6(b)(v);any Borrower hereunder,
(ii) amendany change in the Revolving Facility Total Commitment, modify, terminate Term Facility Total Commitment or waive any term Overdraft and L/C Commitments or condition a change in a particular Lender's Commitment under a Credit Facility made otherwise than in accordance with the provisions of this Agreement 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 Credit Document that expressly provides that 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 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 subject 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 provisions of Section 2.14, Section 8.3, or of the definition of “Required Lenders”, “Required Revolving Lender”, “Required Term Loan Lender” 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; provided that, only the consent of all Revolving Credit Lenders 3.1(iii) hereof) and shall be required to update made in writing by the definition of “Required Revolving Lender” and only the Agent, whereupon such amendment, consent of all Term Loan Lenders or waiver shall be required to update binding upon all the definition of “Required Term Loan Lenders”;.
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Consent of all Lenders. Without the written consent of all Lenders notwithstanding paragraph (other thana) above, in the case of the clauses (iv) and (v), a Defaulting Lender), no where an amendment, modification, termination consent or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shallrelates to:
(i) amend, modify, terminate an extension or waive reduction of the duration of a Credit Facility or of the maturity of the Borrowings or of the time for any term or condition payments required of Sections 10.5 or 10.6(b)(v);the Borrower hereunder,
(ii) amendany change in the Facility A Total Commitment or Facility B Total Commitment,
(iii) any decrease (other than in accordance with the provisions of Section 4.4) in the Applicable Margin, modify, terminate or waive any term or condition of this Agreement the Commitment Fee or any other Credit Document amount payable by the Borrower hereunder,
(iv) the types of Borrowings available hereunder,
(v) a change in the financial covenants set forth in Section 11.2.10 provided that expressly provides that a waiver of compliance therewith shall only require the consent of the Majority Lenders,
(vi) subject to Section 11.2.5, a change of the Borrower, or the assignment or transfer by it of its rights and obligations under this Agreement,
(vii) subject to Section 11.2.5, a change or release of any Loan Party Guarantee, or
(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 is required;
and shall be made in writing by the Administrative Agent, whereupon such amendment, consent or waiver shall be binding upon all the Lenders. In circumstances other than those contemplated in the foregoing provisions of paragraph (iiib) subordinate in right of payment above, an amendment, consent, waiver, discharge, release or termination approved by 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”, “Required Revolving Lender”, “Required Term Loan Lender” 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; provided that, only the consent of all Revolving Credit Majority Lenders shall be required to update binding upon all the definition of “Required Revolving Lender” and only the consent of all Term Loan Lenders shall be required to update the definition of “Required Term Loan Lenders”;; and
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Samples: Term Loan and Non Revolving Credit Agreement (Quebecor Printing Inc)
Consent of all Lenders. Without the written consent of all Lenders notwithstanding paragraph (other thana) above, in the case of the clauses (iv) and (v), a Defaulting Lender), no where an amendment, modification, termination consent or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shallrelates to:
(i) amend, modify, terminate an extension or waive reduction of the duration of the Credit Facility or of the maturity of the Borrowings or of the time for any term or condition payments required of Sections 10.5 or 10.6(b)(v);the Borrower hereunder,
(ii) amendany change in the Aggregate Commitment,
(iii) any decrease (other than in accordance with the provisions of Section 4.4) in the Applicable Margin, modify, terminate or waive any term or condition of this Agreement the Commitment Fee or any other Credit Document amount payable by the Borrower hereunder,
(iv) the types of Borrowings available hereunder,
(v) a change in the financial covenants set forth in Section 11.2.10 provided that expressly provides that a waiver of compliance therewith shall only require the consent of the Majority Lenders,
(vi) subject to Section 11.2.5, a change of the Borrower, or the assignment or transfer by it of its rights and obligations under this Agreement,
(vii) subject to Section 11.2.5, a change or release of any Loan Party Guarantee, or
(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 is required;
and shall be made in writing by the Administrative Agent, whereupon such amendment, consent or waiver shall be binding upon all the Lenders. In circumstances other than those contemplated in the foregoing provisions of paragraph (iiib) subordinate in right of payment above, an amendment, consent, waiver, discharge, release or termination approved by 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”, “Required Revolving Lender”, “Required Term Loan Lender” 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; provided that, only the consent of all Revolving Credit Majority Lenders shall be required to update binding upon all the definition of “Required Revolving Lender” and only the consent of all Term Loan Lenders shall be required to update the definition of “Required Term Loan Lenders”;; and
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