Common use of Lender Consents Clause in Contracts

Lender Consents. Without the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin Rate in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without the written consent of each Lender affected thereby, which consent Administrative Agent shall request from such Lender (but which consent shall be in such Lender’s sole discretion), no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Drawn Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Alternate Base Rate”, “Amortization Rate”, “Class A Advance Rate”, “Class A Borrowing Base”, “Class A Borrowing Base Deficiency”, “Class A Interest Rate”, “Class A Unused Fee”, “Class A Used Fee”, “Class B Advance Rate”, “Class B Borrowing Base”, “Class B Borrowing Base Deficiency”, “CP Rate”, “Default Rate”, “Upfront Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base DeficiencyParticipation”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” ”, or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly 100 requires the consent of, or provides certain rights or powers to, the Majority Lenderssuch Lender; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (xix) modify this Section 9.0110.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 12:00 noon (New York City time) on November 15, 2018 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Fourth Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Fourth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Fourth Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Fourth Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 12:00 noon (New York City time) on November 15, 2018 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 3:00 p.m. (New York City time) on December 12, 2017 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Third Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Third Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Third Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Third Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 3:00 p.m. (New York City time) on December 12, 2017 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.