Common use of Affected Lenders’ Consent Clause in Contracts

Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the Revolving Commitment Termination Date; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit, beyond the Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of the imposition of the Default Rate pursuant to Section 2.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to 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 to reduce any fee 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 this Section 11.4(b) or Section 11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Lenders” or “Term Loan A Commitment Percentage”, “Fourth Amendment Replacement Term Loan Commitment Percentage” or “Revolving Commitment Percentage” or modify the amount of the Commitment of any Lender; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or 116

Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly and adversely affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to: increase any Commitment or postpone the scheduled expiration date of any Commitment (i) it being understood that no waiver, amendment or other modification of any condition precedent, covenant or Default or Event of Default shall constitute an increase in any Commitment of any Lender); extend the Revolving scheduled final maturity date of any Loan (it being understood that no waiver, amendment or other modification of any Default or Event of Default or any mandatory prepayment shall constitute an increase in any Commitment Termination Dateof any Lender); (ii) [reserved]; waive, reduce or postpone any scheduled repayment amortization payment (but not any voluntary or mandatory prepayment) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicableLoan; (iii) extend the stated expiration date of any Letter of Credit, beyond the Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the imposition of the Default Rate interest rate applicable to any Loan pursuant to Section 2.9, Section 2.23(b)(v) or Section 6.1(j)(i)(E)) or any fee or any premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (other than under Section 2.23(b)(v) or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan Section 6.1(j)(i)(E)), or to reduce any fee payable hereunder; (v) extend waive or postpone the time for payment of any such interest interest, fee or feespremium (other than under Section 2.23(b)(v) or Section 6.1(j)(i)(E)); (vi) reduce the principal amount of any Loan Loan; waive, amend or any reimbursement obligation in respect of any Letter of Credit; (vii) amend, modify, terminate or waive otherwise modify any provision of this Section 11.4(b) or 10.5(b), Section 11.4(c10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is requiredrequired to waive, amend or otherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a)); (viii) change amend the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend specified in the definition of the term “Required Requisite Lenders” or “Term Loan A Commitment PercentageMajority in Interest” or amend the term “Pro Rata Share”; provided that additional extensions of credit made pursuant to Sections 2.23, 2.24 and 2.25 shall be included, and with the consent of the Requisite Lenders other additional extensions of credit pursuant hereto may be included, in the determination of “Fourth Amendment Replacement Term Loan Commitment PercentageRequisite Lenders” or “Revolving Commitment PercentagePro Rata Share” on substantially the same basis as the Commitments and the Loans are included on the Closing Date; amend Section 2.16 of this Agreement or modify the amount Section 5.02 of the Commitment Pledge and Security Agreement, in each case in a manner that would alter the pro rata sharing of any Lenderpayments required thereby; (ix) or release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all the value of the Obligations Guarantee or contractually subordinate the Liens of the Collateral Documents in all or substantially all of the Collateral or all or substantially all for the benefit of the Guarantors from their obligations hereunderSecured Parties to the Lien of any other creditor, in each case, case except as expressly provided in the Credit DocumentsDocuments and except in connection with a debtor-in-possession financing or use of cash collateral in any proceeding under any Debtor Relief Law permitted under any Permitted Intercreditor Agreement, a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with other Debtor Relief Laws or an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents or a release or limitation of the Obligations Guarantee and (B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); provided that (1) for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected by any waiver, amendment or 116other modification, or any consent, described in the preceding clauses (vii), (viii) and (x), and (2) any waiver, amendment or other modification, or any consent, described in this clause (b) shall only require the consent of the Lenders directly and adversely affected thereby and not the Requisite Lenders or any other Majority in Interest of any Class of Loans or Commitments.

Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the Revolving Commitment Termination Datescheduled 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 payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable); (iii) extend the stated expiration date of any Letter of Credit, Credit beyond the Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the imposition of the Default Rate interest rate applicable to any Loan pursuant to Section 2.92.10) or any fee or any premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to 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 to reduce any fee 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 11.4(b) or 10.5(b), Section 11.4(c10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is requiredrequired or for the pro rata treatment among Lenders; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Requisite Lenders” or “Term Loan A Commitment PercentagePro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Fourth Amendment Replacement Term Loan Commitment PercentageRequisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitment Percentage” or modify Commitments and the amount of Revolving Loans are included on the Commitment of any LenderSecond Restatement Date; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from their obligations hereunder, in each case, the Guaranty except as expressly provided in the Credit Documents; or 116(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). (c)

Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be affected thereby, but subject to Section 3.1(h), no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the Revolving Commitment Termination Date; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit, beyond the Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of the imposition of the Default Rate pursuant to Section 2.9) or any fee or premium payable hereunder; provided, however, provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to 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 to reduce any fee 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 this Section 11.4(b) or Section 11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Lenders,” or “Revolving Commitment Percentage,” “Term Loan A Commitment Percentage”, “Fourth Amendment Replacement Term Loan Commitment Percentage,” or “Revolving Term Loan Commitment Percentage” or modify the amount of the Revolving Commitment, Term Loan A Commitment or Term Loan Commitment of any Lender; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or 116118 130164155_5

Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be affected thereby, but subject to Section 3.1(h), no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the Revolving Commitment Termination Date; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit, beyond the Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of the imposition of the Default Rate pursuant to Section 2.9) or any fee or premium payable hereunder; provided, however, provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to 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 to reduce any fee 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 this Section 11.4(b) or Section 11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Lenders” or “Term Loan A Commitment Percentage”, “Fourth Amendment Replacement Term Loan Commitment Percentage” or “Revolving Commitment Percentage” or modify the amount of the Commitment of any Lender; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or 116;

Affected Lenders’ Consent. Without the written consent of each Lender (other other(b) than a Defaulting Lender except as provided in clause (a)(iii) above) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) 130 extend the Revolving Commitment Termination Date, except pursuant to(i) an extension thereof effected in accordance with Section 2.18, or extend theany Term Maturity Date; (ii) waive, reduce or postpone any scheduled repayment (but not not(ii) prepayment) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit, beyond the the(iii) Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than than(iv) under Section 3.1(a) or any waiver of the imposition of the Default Rate pursuant to Section 2.9) or any fee or premium payable hereunder, or change the manner of computation of any financial or other ratio (including any change in any applicable defined term) used in determining the Applicable Margin or Facility Fee Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to 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 to reduce any fee payable hereunderRate; (v) extend the time for payment of any such interest or fees; (vifees;(v) reduce the principal amount of any Loan or any reimbursement reimbursement(vi) obligation in respect of any Letter of Credit; (vii) amend, modify, terminate or waive any provision of this Section 11.4(b11.4(b)(vii) or Section 11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (viii) change the percentage of the outstanding principal amount of Loans that that(viii) is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Lenders” or “Term Loan A Commitment Percentage”, “Fourth Amendment Replacement Required Revolving Lenders”, “Required Term Loan Commitment PercentageLenders” or “Revolving Commitment Percentage” or modify the amount of the Commitment of any Lender; as may be applicable at any time, release the Parent (ixas Guarantor) release all or all(ix) or substantially all of the Collateral or all or substantially all of the other Guarantors from their respective obligations hereunder, in each case, except as expressly provided in the Credit Documents; or 116consent to the assignment or transfer by the Borrower of any of its rights(x) and obligations under any Credit Document (except pursuant to a transaction permitted hereunder). Other Consents. No amendment, modification, termination or waiver of any(c) provision of the Credit Documents, or consent to any departure by the Borrower or any other Credit Party therefrom, shall: increase any Revolving Commitment of any Lender over the amount(i) thereof then in effect without the consent of such Lender; provided, no amendment, 131

Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the Revolving Commitment Termination Date; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit, beyond the Revolving Commitment Termination Date; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of the imposition of the Default Rate pursuant to Section 2.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to 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 to reduce any fee 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 this Section 11.4(b) or Section 11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Lenders” or “Term Loan A Commitment Percentage”, “Fourth Amendment Replacement Term Loan Commitment Percentage” or “Revolving Commitment Percentage” or modify the amount of the Commitment of any Lender; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or 116113