Common use of Requisite Lenders’ Consent Clause in Contracts

Requisite Lenders’ Consent. Except as provided in Sections 2.20, 2.21 and 9.11, or in any Permitted Intercreditor Agreement (or, prior to the Drop Down Date, as provided in the Alon USA Energy Credit Agreement), none of this Agreement, any other Credit Document or any provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may be made, except, subject to the additional requirements of Sections 10.5(b) and 10.5(c) and as otherwise provided in Sections 10.5(d) and 10.5(e), in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Requisite Lenders and, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Credit Party or Credit Parties that are parties thereto or, in the case of the Alon Assets Guarantee, the Administrative Agent and Alon Assets, in each case with the consent of the Requisite Lenders; provided that any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent, and the Collateral Agent may enter into any amendment of any Permitted Intercreditor Agreement, to cure any ambiguity, omission, defect or inconsistency (as determined by the Administrative Agent), so long as, in each case, (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment.

Requisite Lenders’ Consent. Except as provided in Sections 2.20, 2.21 2.24 and 9.11, 2.25 or in any Permitted Intercreditor Agreement (or, prior to the Drop Down Date, as provided in the Alon USA Energy Credit Agreement)Collateral Document, none of this Agreement, any other Credit Document or any provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Borrower or other Credit Party therefrom may be made, except, subject to the additional requirements of Sections 10.5(b9.5(b) and 10.5(c9.5(c) and as otherwise provided in Sections 10.5(d) and 10.5(eSection 9.5(d), in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Company and the Requisite Lenders and, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Company, the other Borrowers, Credit Party or Credit Parties that are parties thereto or, in the case of the Alon Assets Guarantee, the Administrative Agent and Alon Assetsthereto, in each case with the consent of the Requisite Lenders; provided that any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower Company and the Administrative Agent, and the Collateral Agent may enter into any amendment of any Permitted Intercreditor Agreement, to cure any ambiguity, omission, defect or inconsistency (as determined by the Administrative Agent), so long as, in each case, (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment; provided further that any provision of any Collateral Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent in order to facilitate the implementation of any Permitted DOE Facility so long as such amendment is not adverse to the Lenders.

Requisite Lenders’ Consent. Except as provided in Subject to Sections 2.2010.5(b) and 10.5(c), 2.21 and 9.11no amendment, modification, termination or waiver of any provision of the Credit Documents, or in any Permitted Intercreditor Agreement (or, prior to the Drop Down Date, as provided in the Alon USA Energy Credit Agreement), none of this Agreement, any other Credit Document or any provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may therefrom, shall in any event be made, except, subject to effective without the additional requirements written concurrence of Sections 10.5(b(I) and 10.5(c) and as otherwise provided in Sections 10.5(d) and 10.5(e), in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower Borrower, Administrative Agent and the Requisite Lenders and, or (II) in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the and, if party thereto, Collateral Agent, as applicable, and the Credit Party or Credit Parties that are parties thereto or, in the case of the Alon Assets Guarantee, the Administrative Agent and Alon Assets, in each case with the consent of the Requisite Lenders; provided that any provision of Lenders and, if required by this Agreement and such other Credit Documents, the applicable Credit Party. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative AgentDocument, and the Collateral Agent may enter into any amendment of any Permitted Intercreditor Agreement, to cure any ambiguity, omission, defect or inconsistency (as determined by the Administrative Agent), so long as, in each case, no Affiliated Lender shall (i) have the right to vote in respect to any amendments, modifications, terminations, waivers or consents in connection with the Credit Documents or any other action in respect thereof (and its Loans shall not be counted in determining whether any such amendmentvote has been obtained), modification or supplement does not adversely affect the rights of any Lender or (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and participate in any meetings of the Administrative Agent and the Lenders at any time, (iii) receive any information regarding Holdings or its Subsidiaries generated by entities other than Holdings, or (iv) have any other rights under the Credit Documents other than economic rights, provided, that “economic rights” shall not have receivedinclude, within five Business Days without limitation, rights to (x) receive any fees paid generally to Lenders or to consenting Lenders in connection with waivers and amendments under this Agreement, (y) sell or grant assignments of and participations in its Loans in a manner that otherwise complies with the date requirements of such notice this Agreement in respect of assignments and participations of Loans and (z) vote on matters affecting its economic rights pursuant to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendmentSection 10.5(b).

Requisite Lenders’ Consent. Except as provided in Sections 2.15, 2.20, 2.21 2.21, 2.22 and 9.11, or in any Permitted Intercreditor Agreement (or, prior to the Drop Down Date, as provided in the Alon USA Energy Credit Agreement)8.11, none of this Agreement, any other Credit Document or any provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may be made, except, subject to the additional requirements of Sections 10.5(b9.5(b) and 10.5(c9.5(c) and as otherwise provided in Sections 10.5(d9.5(d) and 10.5(e9.5(e), in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Parent, the Borrower and the Requisite Lenders and, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Credit Party or Credit Parties that are parties thereto or, in the case of the Alon Assets Guarantee, the Administrative Agent and Alon Assetsthereto, in each case with the consent of the Requisite Lenders; provided that any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by Parent, the Borrower and the Administrative Agent, and the Collateral Agent may enter into any amendment of any Permitted Intercreditor Agreement, to cure any ambiguity, omission, defect or inconsistency (as determined by the Administrative Agent), so long as, in each case, (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment.

Requisite Lenders’ Consent. Except as provided in Sections 2.20, 2.21 and 9.11, or in any Permitted Intercreditor Agreement (or, prior to the Drop Down Date, as provided in the Alon USA Energy Credit Agreement), none of this Agreement, any other Credit Document or any provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may be made, except, subject Subject to the additional requirements of Sections 10.5(b) and 10.5(c) and except as otherwise provided in Sections 10.5(d10.5(e) and 10.5(e10.5(f), in the case of this Agreementno amendment, pursuant to an agreement modification, termination or agreements in writing entered into by the Borrower and the Requisite Lenders and, in the case waiver of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and provision of the Credit Documents, or consent to any departure by any Credit Party or Credit Parties that are parties thereto ortherefrom, shall in any event be effective without the case written concurrence of the Alon Assets Guarantee, the Administrative Agent and Alon Assets, in each case with the consent of the Requisite Lenders; provided that any provision Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent, and the (or direct Collateral Agent may enter into any amendment of any Permitted Intercreditor Agreement, to do the same) to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent), so long as, in each case, (i) as such amendment, modification or supplement does not adversely affect the rights of any Lender or (ii) the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment. Notwithstanding anything to the contrary in this Section 10.5, the Credit Parties shall be permitted to supplement or amend schedules to the Pledge and Security Agreement, in accordance with Section 13 of the Pledge and Security Agreement. The Fee Letter and the Final Loan Escrow Account Control Agreement may be amended, restated, supplemented or otherwise modified, or rights or privileges thereunder waived, only in a writing executed by the parties thereto (without the need for the consent of any other party hereto).

Requisite Lenders’ Consent. Except as provided in Sections 2.20, 2.21 and 9.11, or in any Permitted Intercreditor Agreement (or, prior to the Drop Down Date, as provided in the Alon USA Energy Credit Agreement), none of this Agreement, any other Credit Document or any provision hereof or thereof may be waived, amended or modified, and no consent to any departure by any Credit Party therefrom may be made, except, subject to the additional requirements of Sections 10.5(b) and 10.5(c) and as otherwise provided in Sections 10.5(d) and 10.5(e), in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Requisite Lenders and, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Credit Party or Credit Parties that are parties thereto or, in the case of the Alon Assets Guarantee, the Administrative Agent and Alon Assetsthereto, in each case with the consent of the Requisite Lenders; provided that any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent, and the Collateral Agent may enter into any amendment of any Permitted Intercreditor Agreement, to cure any ambiguity, omission, defect or inconsistency (as determined by the Administrative Agent), so long as, in each case, (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment.