Common use of Additional Lender Consents Clause in Contracts

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Termination Date” (except in accordance with Section 2.13.) or “Revolving Commitment Percentage”, modify clause (a) of the definition

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: : (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) a Revolving Commitment of a Revolving Lender or subject a Lender to any additional obligations without the written consent of such Lender; ; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, Obligations without the written consent of each Lender directly affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Post- Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; ; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ; (iv) modify the definitions definition of (A) “Revolving Termination Date” (except in accordance with Section 2.13.) or “Tranche 1 Revolving Commitment Percentage”, modify clause ” or “Tranche 1 Currency” without the written consent of each Tranche 1 Revolving Lender or (aB) “Tranche 2 Revolving Commitment Percentage” or Tranche 2 Currency” without the written consent of the definitioneach Tranche 2 Revolving Lender;

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: : (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) a Revolving Commitment of a Revolving Lender or subject a Lender to any additional obligations without the written consent of such Lender; ; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, Obligations without the written consent of each Lender directly affected therebythereby (other than in accordance with clause (d) below); provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; ; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ; (iv) modify the definitions definition of (A) “Revolving Termination Date” (except in accordance with Section 2.13.) or “Tranche 1 Revolving Commitment Percentage”, modify clause ” or “Tranche 1 Currency” without the written consent of each Tranche 1 Revolving Lender or (aB) “Tranche 2 Revolving Commitment Percentage” or Tranche 2 Currency” without the written consent of the definitioneach Tranche 2 Revolving Lender;

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: : (i) increase (or reinstatereinstate or, other than in accordance with Section 2.14., extend) a Revolving Commitment of a Revolving Lender or subject a Lender to any additional obligations without the written consent of such Lender; ; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, Obligations without the written consent of each Lender directly affected thereby; provided, however, that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; ; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; ; (iv) modify the definitions definition of (A) “Revolving Termination Date” (except in accordance with Section 2.13.) or “Tranche 1 Revolving Commitment Percentage”, modify clause (a) ” or “Tranche 1 Currency” without the written consent of the definitioneach Tranche 1 Revolving Lender or

Additional Lender Consents. In addition to the foregoing requirements, no amendment, amendment waiver or consent shall: shall do any of the following: (i) waive any condition set forth in Section 5.1. (other than Section 5.1.(xiii) with respect to payment of Fees due on the Closing Date, which shall require only the consent of the Persons directly affected thereby), or, in the case of the initial extension of credit hereunder on the Effective Date, Section 5.2., without the written consent of each Lender; (ii) extend or increase (or reinstate) a the Commitment of any Lender (excluding any increase as a Lender or subject a Lender to result of an assignment of Commitments permitted under Section 12.6. and any additional obligations increases contemplated under Section 2.16. and any extension contemplated under Section 2.13.) without the written consent of such Lender (it being understood and agreed that, subject to clause (b)(i) above, a waiver of any condition precedent set forth in Section 5.1. or 5.2. or of any Default or Event of Default (other than under Sections 10.1.(a) or (b)) and the forbearance with respect to such Default or Event of Default is not considered an increase in, or extension or reinstatement of, the Commitments of any Lender; , provided that the consent of 100% of the Lenders voting in favor of an acceleration of the Obligations or a termination of the Commitments shall be required to effect the termination of any such acceleration or the reinstatement of such Commitments); (iiiii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount ofspecified herein on, any Loans or other Obligations, or waive any Default under Sections 10.1.(a) or (b), without the written consent of each Lender directly affected thereby (provided that only the consent of the Lenders voting in favor of an acceleration of the Obligations shall be required to effect the termination of any such acceleration), provided, however, that only the consent of the Required Lenders shall be necessary to (i) amend the definition of “Post-Default Rate”, to waive any obligation of the Borrower to pay interest at the Post-Default Rate or to retract the imposition of interest at the Post-Default Rate and (ii) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any Fee payable based on such financial covenant; (iv) reduce the amount of any Fees payable to or for the account of a Lender without the written consent of such Lender; provided, however, that only the consent of the Required Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce any Fee payable based on such financial covenant; (v) modify the definition of “Revolving Commitment Percentage” without the written consent of each Revolving Lender; (vi) modify the definition of “Revolver Maturity Date” or clause (i) of the definition of “Maturity Date” (in each case, except in accordance with Section 2.13.), or otherwise postpone any date fixed for any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the Revolver Maturity Date (except as permitted under Section 2.4(b)) or with respect to any of Letter of Credit having an expiration date beyond the Revolver Maturity Date as permitted by Section 2.4(b), extend the expiration date of such Letter of Credit, in each case, without the written consent of each Revolving Lender directly affected thereby; provided, however, that only the consent of the Lenders voting in favor of an acceleration of the Obligations shall be required to effect the termination of any such acceleration; (vii) modify the definition of “Tranche A Maturity Date” or clause (ii) of the definition of “Maturity Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan Tranche A Loans or for the payment of Fees or any other ObligationsObligations owing to the Tranche A Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche A Lender directly affected thereby; provided, however, that only the consent of the Lenders voting in favor of an acceleration of the Obligations shall be required to effect the termination of any such acceleration; (viii) modify the definition of “Tranche B Maturity Date” or clause (ii) of the definition of “Maturity Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Tranche B Loans or for the payment of Fees or any other Obligations owing to any the Tranche B Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche B Lender directly affected thereby; provided, however, that only the consent of the Lenders voting in favor of an acceleration of the Obligations shall be required to effect the termination of any such acceleration; (ix) modify the definition of “Tranche C Maturity Date” or clause (ii) of the definition of “Maturity Date” or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Tranche C Loans or for the payment of Fees or any other Obligations owing to the Tranche C Lenders (excluding mandatory prepayments, if any), in each case, without the written consent of each Tranche C Lender directly affected thereby; provided, however, that only the consent of the Lenders voting in favor of an acceleration of the Obligations shall be required to effect the termination of any such acceleration; (x) while any Term Loans are outstanding, amend, modify or waive (A) Section 5.2. (it being understood and agreed that neither the waiver of an Event of Default in accordance with the other provisions of this Section 12.7. nor any amendment of any provision of any Loan Document (other than Section 5.2.) in accordance with the other provisions of this Section 12.7. shall constitute an amendment, modification or waiver of Section 5.2.), (B) the amount of the Swingline Commitment or (C) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders of the Revolving Lenders, ; (xi) modify the definition of “Lender’s Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2. without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; ; (iiixii) reduce the amount of any Fees payable to a Lender amend this Section without the written consent of such Lender; each Lender directly affected thereby; (ivxiii) modify the definitions definition of the term “Revolving Termination DateRequired Lenders” or (except as otherwise provided in accordance with Section 2.13.) or “Revolving Commitment Percentage”the immediately following clause (xiv)), modify clause (a) in any other manner the number or percentage of the definitionLenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (xiv) modify the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders or modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each Lender in such Class; or (xv) release all or substantially all of the value of obligations under the Subsidiary Guaranty, except as contemplated by Section 7.12.(b) on or at any time after the Investment Grade Rating Date, without the written consent of each Lender, or release the Parent Guaranty without the consent of each Lender.

Additional Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall: (i) increase (or reinstate) a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the Lenders, without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Post- Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”; (iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender; (iv) modify the definitions of “Revolving Termination Date” (except in accordance with Section 2.13.) or “Revolving Commitment Percentage”, modify clause (a) of the definitiondefinition of the term “Termination Date”, or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, in each case, without the written consent of each Revolving Lender;