Unanimity. Any amendment, extension or waiver of, or consent to, the terms of this Agreement which changes or relates to:
(a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby);
(b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder;
(c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date;
(d) the definition of Term Tranche Repayment Date;
(e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions;
(f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder;
(g) the definition of Majority Lenders;
(h) the types of drawings available under the Facility;
(i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders;
(j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders;
(k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and
(l) this Part 16 or any amendment hereof; shall require the consent, approval or agreement of all Lenders.
Unanimity. This Agreement shall not become valid or effective or a binding legal obligation on any party hereto until duly executed by the Purchaser, the Seller and the Company. Until such complete execution it shall constitute a continuing offer by the Purchaser which may be withdrawn at any time.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders under any Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facilities:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facilities or under any of the Documents pertaining to the Credit Facilities;
(ii) any increase to the Aggregate Commitment Amount under the Credit Facilities or the limit on Swingline Borrowings;
(iii) the postponement of any maturity date of any Obligations;
(iv) subject to Article 17, the requirement for delivery of, or any waiver or material amendment under, or release of, any Security;
(v) any change in the type of Advances under the Credit Facilities or any change to the covenants referred to in Sections 2.4, 3.2, 3.3, 3.4, 3.6 and 18.3;
(vi) any amendment to this Section 21.16(a); and
(vii) any change to the definition of "Majority Lenders".
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders or the Agent under the Documents (which for certainty does not include prepayments made in accordance with Section 2.4);
(ii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders or the Agent under the Documents;
(iii) the release or discharge of, or any material amendment to, the Security, or any part thereof, unless otherwise expressly permitted or provided for in this Agreement;
(iv) any change in the nature of Advances permitted under this Agreement or any change to Sections 2.2, 2.3, 2.6, 2.7, 2.8, 2.9(a), 5.1, 6.2, and 9.2;
(v) any amendment to this Section 14.16 and Section 12.2; and
(vi) any change to the definitions of “Majority Lenders”.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval, action or agreement of all Lenders, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Obligations payable by any Loan Party to the Lenders under the Credit Facilities or under any of the Loan Documents;
(ii) the postponement of any maturity date of any Obligations of any Loan Party to any one or more of the Lenders or under any of the Loan Documents;
(iii) any decrease to the margins and fees set forth in Section 3.9;
(iv) the release or discharge of the Security, or any part thereof, unless otherwise expressly permitted or provided in this Agreement;
(v) any change in the nature of Advances; any change to the covenants referred to in Sections 3.1, 3.7, 3.10(b), 3.10(c), 6.1, 12.1(a) or 13.3;
(vi) any waiver of any Event of Default under Sections 13.1(a), 13.1(f) or 13.1(g);
(vii) any amendment to this Section 16.16(a); and
(viii) any change to the definition of “Majority Lenders”, except in any such case to the extent related to the Operating Facility, in which case only the consent, approval, action or agreement of the Operating Lender is required.
Unanimity. The decided value must be one of the inputs (with non-negligible probability). Σ ∈B
Unanimity. A decision to proceed with commercial exploitation in terms of clause 15.4 may only be taken by a unanimous decision of the members of the Management Committee present at a quorated meeting.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(ii) any increase of the Maximum Commitment Amount;
(iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(iv) subject to Article 18, the requirement for delivery of, or any waiver or material amendment under, or release of any Penn West Party Guarantee;
(v) any change in the nature of Advances under the Credit Facility or any change to the covenants referred to in Sections 3.8, 4.2, 4.3, 15.3(i) and 19.4;
(vi) any amendment to Section 2.1, 19.4 or 21.1 or this Section 22.16(a); and
(vii) any change to the definition of “Majority Lenders”; provided that any change to Section 3.9 or 19.3 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of the LC Issuer and the Agent and any change to this Article 22 will require the consent of the Agent.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval, action or agreement of all Lenders, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Obligations payable by any Loan Party to the Lenders under the Credit Facilities or under any of the Documents;
(ii) the postponement of any maturity date of any Obligations of the Loan Parties to the Lenders or under any of the Documents;
(iii) any decrease to the margins and fees set forth in Section 3.10;
(iv) the release or discharge of the Security, or any part thereof, unless otherwise expressly permitted or provided in this Agreement or any change in the ranking or priority of the Security;
(v) any change in the nature of Advances;
(vi) any change to the covenants referred to in Sections 3.1, 3.2, 3.4, 3.6, 3.8, 3.9, 3.11(b), 3.11(c), 6.1, 6.2, 13.1(a), 13.4(a), 13.4(j) or 14.4;
(vii) any waiver of the Events of Default described in Sections 14.1(e), 14.1(f), 14.1(n) or 14.1(r);
(viii) any amendment to this Section 17.16(a);
(ix) any change to the definition of “Majority Lenders”, “Majority Revolving Lenders” or “LIBOR Period”; and
(x) any other provision hereof which specifically requires the approval, consent or agreement of the all of the Lenders, except in any such case to the extent related to the Operating Facility (other than an increase to the Operating Facility Commitment Amount) where only the consent, approval, action or agreement of the Operating Lender is required.
Unanimity. All decisions of the Steering Committee and the Business Review Team shall be made by unanimous agreement of all of its respective members or their designated representatives, and shall be reflected in written minutes which summarize the topics discussed, schedules and decisions, and which shall be signed by authorized representatives of the Parties; provided that the Steering Committee and the Business Review Team may not vary or amend this Agreement without entering into a written agreement signed by authorized representatives of both Parties that specifically states that the Parties are amending this Agreement.
