Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement;
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of the Term Loan or any Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) reduce the rate of interest on the Term Loan (other than any waiver of any increase in the interest rate applicable to the Term Loan pursuant to Section 2.6) or any fee payable hereunder;
(iv) amend the Conversion Rate (as defined in the Note) of any Note other than in accordance with its terms;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of the Term Loan;
(vii) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c);
(viii) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and 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 and the Term Loan are included on the Closing Date; or
(ix) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document.
Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) reduce the rate of interest or premium on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;
(iii) extend the time for payment of any such interest or fees;
(iv) reduce the principal amount of any Loan;
(v) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;
(vi) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata
Affected Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of the Loans or Notes;
(ii) waive, reduce or postpone any scheduled repayment;
(iii) reduce the rate of interest on the Loans (other than any waiver of any increase in the interest rate applicable to the Loans pursuant to Section 2.6) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce the principal amount of the Loans;
(vi) (A) amend the definition of “Advance Rate” or (B) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c);
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) release all or substantially all of the Collateral, except as expressly provided in the Credit Documents; or
(ix) consent to the assignment or transfer by the Borrower of any of its rights or obligations under any Credit Document.
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.6) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(b)(i);
(vii) amend the definition of “Required Lenders” or “Pro Rata Share”;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Loan Documents;
(ix) subordinate any of the Obligations or any Lien created by this Agreement or any other Loan Document; or
(x) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document.
Affected Lenders’ Consent. No amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Second Priority Term Loan or Second Priority Term Loan Note outstanding to any Lender without the prior written consent of that Lender;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment) due to any Lender without the prior written consent of that Lender;
(iii) reduce the rate of interest on any Second Priority Term Loan (other than any waiver of any increase in the interest rate applicable to any Second Priority Term Loan pursuant to Section 2.07 (Default Interest)) payable to any Lender or reduce or extend any fee payable hereunder to any Lender without the prior written consent of that Lender;
(iv) reduce the principal amount of any Second Priority Term Loan outstanding to any Lender without the prior written consent of that Lender;
(v) amend, modify, terminate or waive any provision of this Section 12.05(b), as it applies to any Lender without the prior written consent of that Lender;
(vi) amend the definition of "Requisite Lenders" or "Pro Rata Share" without the prior written consent of all Lenders;
Affected Lenders’ Consent. Without the written consent of the Requisite Lenders and each Lender that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement;
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Affected Lenders’ Consent. 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) increase or extend the Commitment of any Lender or extend the scheduled final maturity of any Loan without the written consent of the Lender holding such Commitment or Loan;
(ii) reduce the principal amount of any Loan without the written consent of the Lender holding such Loan;
(iii) waive, reduce or postpone any scheduled repayment or mandatory prepayment of the principal amount of any Loan or elect to make any payment due under any Credit Document not in immediately available funds in US dollars without the written consent of the Lender holding such Loan;
(iv) reduce the rate of interest on any Loan or increase the “PIK” interest rate, i.e. rate of interest on any Loan permitted to be paid by adding such interest to the principal amount of such Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.7) without the written consent of the Lender holding such Loan;
(v) reduce any fee or premium (including the Applicable Premium) payable under any Credit Document without the written consent of the Lender that is entitled to receive such fee or premium;
(vi) extend the time for payment of any interest on any Loan without the written consent of the Lender holding such Loan; or
(vii) extend the time for payment of any fee or premium (including the Applicable Premium) payable under any Credit Document without the written consent of the Lender that is entitled to receive such fee or premium (including the Applicable Premium).
