Affected Lenders’ Consent Clause Samples
The Affected Lenders’ Consent clause defines the requirement that any changes or decisions impacting only certain lenders within a lending group must receive approval specifically from those affected lenders. In practice, this means that if an amendment or waiver to a loan agreement would alter the rights, obligations, or payments of a subset of lenders, only those lenders whose interests are directly impacted need to consent, rather than requiring unanimous or majority approval from all lenders. This clause ensures that lenders are protected from having their individual positions changed without their explicit agreement, thereby allocating decision-making power fairly and preventing the imposition of unfavorable terms on a minority of lenders.
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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 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 affected thereby (other than a Defaulting Lender), 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), or alter the required application of any prepayment pursuant to Section 2.15, as applicable;
(iii) reduce the principal of or 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 premium payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c);
(vi) change the percentage of the outstanding principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Lenders” or “Pro Rata Share”, or modify the amount of the Commitment of any Lender;
(vii) release any portion of the Collateral or any of the Guarantor Subsidiaries from the Guaranty, or subordinate any of the Collateral Agent’s Liens, in each case, except as expressly provided in the Credit Documents; or
(viii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document, except as provided in Section 10.6.
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. 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).
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);
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting 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 of any Lender without the written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an extension of the scheduled final maturity;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment) required by Section 2.11 of any Loan held by any Lender without the written consent of such Lender;
(iii) [Intentionally Reserved];
(iv) reduce the rate of interest on any Loan held by any Lender (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9) without the written consent of such Lender or any fee payable hereunder to any Lender without the written consent of such Lender;
(v) extend the time for payment of any such interest or fees without the written consent of all the Lenders directly affected thereby (it being understood that the waiver of any mandatory prepayment shall not constitute an extension of any time for payment of interest or fees); or
(vi) reduce the principal amount of any Loan held by a Lender without the written consent of such Lender.
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) 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 payable to the Lenders (and not solely to Issuing Bank or any of the Agents) 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 this Section 10.5(b) or Section 10.5(c);
(viii) amend the definition of "REQUISITE LENDERS," "SUPERMAJORITY LENDERS" or "PRO RATA SHARE"; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be 143 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW
Affected Lenders’ Consent. The consent of each Lender directly and adversely affected thereby shall be required with respect to:
(i) increases or extensions to the Revolving Commitment of such Lender or extensions of the Maturity Date of any Loan of such Lender; provided that, no amendment, modification or waiver of any condition precedent, covenant, Default, or Event of Default shall constitute an extension of a Revolving Commitment or the Maturity Date;
(ii) waivers, reductions or postponements of repayments of any Loan of such Lender beyond the Maturity Date;
(iii) reductions to the rate of interest on any Loan of such Lender or any premium or any fee payable to such Lender (other than a waiver of default interest and it being understood that any change in the levels set forth in the pricing grid agreed to between the Administrative Agent and the Borrower in accordance with the definition of Applicable Margin shall not constitute a reduction in any rate of interest or fees);
(iv) extensions to the time for payment of any interest, fees or premium payable to such Lender (it being understood that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute any such extension); and
(v) reductions of the principal amount of any Loan owed to such Lender.
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and 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;
(ii) waive, reduce or postpone any scheduled payment (but not prepayment) of any Loan;
(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 payable hereunder;
(v) extend the time for payment of any interest or fees payable hereunder
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(viii) alter the provisions of Sections 2.16(h) or (i) or Section 2.17.