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 any Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment;
(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 2.7) 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;
(A) amend the definition of “Borrowing Base” in a manner that increases the Revolving Availability to the Borrower or (B) amend, modify, terminate or waive any provision of this Section 9.5(b) or Section 9.5(c);
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of the Administrative Agent and the 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 Revolving Commitments and the Loans are included on the Closing Date;
(viii) release all or substantially all of the Collateral, the Guarantor from the Limited Guaranty, except as expressly provided in the Credit Documents; or
(ix) consent to the assignment or transfer by any Credit Party 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;
(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(c); |
(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. Without the written consent of each Lender that would be directly adversely 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 or principal amount outstanding, or waive, forgive, reduce or postpone any scheduled repayment (but not prepayment) of principal; (ii) reduce the rate of interest on any Loan or any fee payable hereunder; provided that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.7 or to waive any obligation of Parent to pay interest at the Default Rate; (iii) waive or extend the time for payment of any such interest, fees or premiums; (iv) reduce the principal amount of any Loan; (v) amend, modify, terminate or waive any provision of Section 2.13, this Section 10.5(b), Section 10.5(c), any provision of the Security Agreement therein specified to be subject to this Section 10.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (vi) amend the definition of “Required Lenders” or amend Section 10.5(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided that with the consent of the Required Lenders, 103
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, including any scheduled amortization payment of the principal amount of any Term Loan under Section 2.1(c), 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 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).
