Common use of Approvals; Amendments Clause in Contracts

Approvals; Amendments. This Agreement and the Collateral Documents may be amended only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority Banks. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority Banks, action shall be taken by Agent for and on behalf or for the benefit of all Banks upon the direction of Majority Banks, and any such action shall be 82 76 binding on all Banks; PROVIDED, HOWEVER, that unless all Banks agree in writing, no amendment, modification, consent or waiver shall be effective which: (a) increases the amount of the Credit or the amount of the Revolving Credit Commitment or L/C Commitment of any Bank, (b) reduces interest, principal, commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor from its obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a), releases any material portion of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes the definition of "Majority Banks", or (f) amends or waives the provisions of Sections 2.15(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 or this Section 10.6.

Approvals; Amendments. This Agreement and the Collateral Documents may be amended or waived only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority BanksLenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority BanksLenders, action shall be taken by Agent for and on behalf or for the benefit of all Banks Lenders upon the direction of Majority BanksLenders, and any such action shall be 82 76 binding on all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that unless all Banks Lenders agree in writing, no amendment, modification, consent or waiver shall be effective which: (a) increases the amount of the Credit or the amount of the Term Loan Commitment or Revolving Credit Commitment or L/C Commitment of any BankLender, (b) reduces interest, principal, commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor from its obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a), releases any material portion of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a 106 transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes the definition of "Majority BanksLenders", or, (f) amends or waives the provisions of Sections 2.15(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 2.19(a)(ii)(C) or this Section 10.6, or (g) changes the definition of "Interest Period".

Approvals; Amendments. This Subject to the other provisions of this Section 10.06, this Agreement and the Collateral Documents may be amended or waived only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority BanksLenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority BanksLenders, action shall be taken by an Agent for and on behalf or for the benefit of all Banks Lenders upon the direction of Majority BanksLenders, and any such action shall be 82 76 binding on all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that (i) unless each Lender directly and adversely affected thereby (it being understood that, for the purposes of Section 10.06 (d), (e) or (g), all Banks Lenders shall be deemed to be directly affected thereby) agree in writing, no amendment, modification, consent or waiver shall be effective which: (a) increases the amount of the Credit or the amount of the Revolving Credit Commitment or L/C any Commitment of any BankLender or extends the expiry date thereof, (b) reduces interest (other than as a result of waiving a Default, Event of Default or default interest), principal, commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor all or substantially all of the Guarantors from its their obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a10.13(c) and Section 10.13(e), releases any material portion all or substantially all of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection subsections 10.13(b) or (d), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes reduces the percentage specified in the definition of "“Majority Banks", orLenders”, (f) amends or waives the provisions of Sections 2.15(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 or this Section 10.6.10.06, or (g) reduces a specified percentage required for consent in any other provision requiring consent of a specified percentage of Lenders without consent of such percentage of Lenders, and

Approvals; Amendments. This Agreement and (a) Any provision of this Agreement, the Collateral Note, or any other Loan Documents may be amended or waived if, but only upon the prior express written consent of if, such amendment or waiver is in writing and is signed by Borrower or Guarantors, as the case may be, party thereto and the Majority Banks. Upon any occasion requiring Required Lenders (and, if the rights or permitting an approvalduties of Administrative Agent are affected thereby, consentby Administrative Agent and, waiverif the rights or duties of the Servicer are affected thereby, election or other action on the part of Majority Banks, action shall be taken by Agent for and on behalf or for the benefit of all Banks upon the direction of Majority Banks, and any such action shall be 82 76 binding on all BanksServicer); PROVIDED, HOWEVER, that unless all Banks agree in writingprovided that, no amendment, modification, consent such amendment or waiver shall be effective which: shall, unless signed by all Lenders (aother than Defaulting Lenders), (i) increases change the Commitment of any Lender or subject any Lender to any additional monetary obligation, (ii) change the principal of, or reduce the rate of interest on, any Loan or reduce any fees (other than fees payable to Administrative Agent) hereunder, (iii) extend the date fixed for any payment of principal of or interest on any Loan or any fees hereunder, (iv) reduce the amount of principal, interest, or fees due on any date fixed for the Credit payment thereof, (v) reduce the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Commitment Note, or L/C Commitment the percentage of Lenders, which shall be required for the Lenders or any Bank, of them to take any action under this Section or any other provision of this Agreement, (bvi) reduces interestchange the provisions with respect to pro rata treatment among Lenders (including, principalwithout limitation, commissions as to sharing of payments and expenses), (vii) except as expressly provided in this Agreement or fees owing hereunder, any of the other Loan Documents, release all or any substantial part of the Collateral held as security for the Loans, (cviii) extends change the scheduled date on which any sum is due hereunder, provisions of this Section 12.10, (dix) releases any release Performance Guarantor from its obligations under the Guarantee and Collateral Agreement orPerformance Guaranty, subject to (x) change the proviso in Section 8.13(a), releases any material portion several nature of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock ofLenders under their respective Commitments; provided, further, that, notwithstanding the foregoing, Administrative Agent and Borrower may, with the consent of the other, amend, modify, or substantially all of the assets of, such Guarantor are disposed of in a transaction permitted by supplement this Agreement and any other Loan Document to cure any ambiguity, typographical error, defect, or (iv) as otherwise expressly permitted by this Agreement),inconsistency of such amendment, modification, or supplement which does not adversely affect the rights of any Lender. (eb) changes the definition Borrower will not solicit, request, or negotiate for or with respect to any proposed waiver or amendment of "Majority Banks", or (f) amends or waives any of the provisions of Sections 2.15(a)(ii)(C)this Agreement except through Administrative Agent, 2.15(b)(iii)or unless each Lender shall be informed thereof by Borrower and shall be afforded an opportunity of considering the same and shall be supplied by Borrower with sufficient information to enable it to make an informed decision with respect thereto. Executed or true and correct copies of any waiver or consent effected pursuant to the provisions of this Agreement shall be delivered by Borrower to Administrative Agent (for distribution to each Lender) forthwith following the date on which the same shall have been executed and delivered by the requisite percentage of Lenders. Borrower will, 7.04(d)not, 8.08directly or indirectly, 8.15 pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee, or otherwise, to any Lender (in its capacity as such) as consideration for or as an inducement to the entering into by such Lender of any waiver or amendment of any of the terms and provisions of this Section 10.6Agreement unless such remuneration is concurrently paid, on the same terms, ratably to all such Lenders.

Approvals; Amendments. This Agreement and the Collateral Documents may be amended or waived only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority BanksLenders (provided that any Control Agreement may be amended or waived with the consent of the respective parties thereto). Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority BanksLenders, action shall be taken by Agent for and on behalf or for the benefit of all Banks Lenders upon the direction of Majority BanksLenders, and any such action shall be 82 76 binding on all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that unless each Lender directly and adversely affected thereby (it being understood that, for the purposes of Section 10.06 (d), (e) and (g), all Banks Lenders shall be deemed to be directly affected thereby) agree in writing, no amendment, modification, consent or waiver shall be effective which: (a) increases the amount of the Credit or the amount of the Revolving Credit Commitment or L/C any Commitment of any BankLender or extends the expiry date thereof, (b) reduces interest, principal, prepayment premium (if any, owed pursuant to Section 2.12(b)), commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor all or substantially all of the Guarantors from its their obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a10.13(c), releases any material portion all or substantially all of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes reduces the percentage specified in the definition of "“Majority Banks", orLenders”, (f) amends or waives the provisions of Sections 2.15(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 or this Section 10.06, or (g) amends or waives any provision requiring consent of a specified percentage of Lenders without consent of such percentage of Lenders. Notwithstanding the foregoing, (i) the Agent and the Collateral Agent may enter into technical amendments to the Collateral Agency Agreement without the consent of the Lenders, (ii) the Agent and the Collateral Agent may enter into amendments to the Operating Bank Guaranty replacing Annex I thereto without the consent of the Lenders and (iii) no amendment, modification, consent or waiver shall be effective which reduces the amount of any mandatory prepayment under Section 2.13 without the consent of the holders of at least a majority in interest of each Facility. Further, notwithstanding anything to the contrary contained in Section 10.6, if within sixty days following the Closing Date, the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Majority Lenders within five Business Days following receipt of notice thereof.

Approvals; Amendments. This Agreement and the Collateral Documents may be amended or waived only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority BanksLenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority BanksLenders, action shall be taken by Agent for and on behalf or for the benefit of all Banks Lenders upon the direction of Majority BanksLenders, and any such action shall be 82 76 binding on all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that unless each Lender directly affected thereby (it being understood that, for the purposes of Section 10.06 (d) and (e) all Banks Lenders shall be deemed to be directly affected thereby) agree in writing, no amendment, modification, consent or waiver shall be effective which: (a) increases the amount of the Revolving Credit or the amount of the Revolving Credit Commitment or L/C Commitment of any BankLender, (b) reduces interest, principal, commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor all or substantially all of the Guarantors from its their obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a10.13(a), releases any material portion all or substantially all of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a 98 transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes the definition of "“Majority Banks", orLenders”, (f) amends or waives the provisions of Sections 2.15(a)(ii)(C2.19(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 Section 10.02 or this Section 10.610.06, (g) changes the definition of “Interest Period”, or (h) amends or waives any provision requiring consent of a specified percentage of Lenders without consent of such percentage of Lenders. Notwithstanding the foregoing, a Revolving Credit Commitment Amount Increase made in accordance with the terms of the definition of “Revolving Credit Commitment Amount” shall be effective with the express written consent of Borrower, each Lender increasing its Revolving Credit Commitment in connection therewith and the Agent, and the Borrower and the Agent may enter into technical amendments to this Agreement in connection with the funding of a Revolving Credit Commitment Amount Increase.

Approvals; Amendments. This Agreement and the Collateral Documents may be amended or waived only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority BanksLenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority BanksLenders, action shall be taken by Agent for and on behalf or for the benefit of all Banks Lenders upon the direction of Majority BanksLenders, and any such action shall be 82 76 binding on all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that unless each Lender directly affected thereby (it being understood that, for the purposes of Section 10.06 (d) and (e) all Banks Lenders shall be deemed to be directly affected thereby) agree in writing, no amendment, modification, consent or waiver shall be effective which: (a) increases the amount of the Credit or the amount of the Term Loan Commitment or Revolving Credit Commitment or L/C Commitment of any BankLender, (b) reduces interest, principal, commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor all or substantially all of the Guarantors from its their obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a10.13(a), releases any material portion all or substantially all of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes the definition of "Majority BanksLenders", or, (f) amends or waives the provisions of Sections 2.15(a)(ii)(C2.19(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 Section 10.02 or this Section 10.610.06, (g) changes the definition of "Interest Period", or (h) amends or waives any provision requiring consent of a specified percentage of Lenders without consent of such percentage of Lenders.

Approvals; Amendments. This Agreement and the Collateral Documents may be amended or waived only upon the prior express written consent of Borrower or Guarantors, as the case may be, party thereto and the Majority BanksLenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of Majority BanksLenders, action shall be taken by Agent for and on behalf or for the benefit of all Banks Lenders upon the direction of Majority BanksLenders, and any such action shall be 82 76 binding on all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that unless each Lender directly and adversely affected thereby (it being understood that, for the purposes of Section 10.06 (d) all Banks Lenders shall be deemed to be directly affected thereby) agree in writing, no amendment, modification, consent or waiver shall be effective which:: 99 (a) increases the amount of the Credit or the amount of the Term Loan Commitment or Revolving Credit Commitment or L/C Commitment of any BankLender, (b) reduces interest, principal, prepayment premium (if any, owed pursuant to Section 2.12(b)), commissions or fees owing hereunder, (c) extends the scheduled date on which any sum is due hereunder, (d) releases any Guarantor all or substantially all of the Guarantors from its their obligations under the Guarantee and Collateral Agreement or, subject to the proviso in Section 8.13(a10.13(c), releases any material portion all or substantially all of the Collateral (except (i) in connection with dispositions thereof permitted under this Agreement, (ii) as permitted by subsection 10.13(b), (iii) any Guarantor may be released from its obligations under the Credit Documents if all of the Capital Stock of, or substantially all of the assets of, such Guarantor are disposed of in a transaction permitted by this Agreement or (iv) as otherwise expressly permitted by this Agreement), (e) changes reduces the percentage specified in the definition of "“Majority Banks", orLenders”, (f) amends or waives the provisions of Sections 2.15(a)(ii)(C), 2.15(b)(iii), 7.04(d), 8.08, 8.15 or this Section 10.610.06, (g) [Reserved], or (h) amends or waives any provision requiring consent of a specified percentage of Lenders without consent of such percentage of Lenders. Notwithstanding the foregoing, (i) a Revolving Credit Commitment Amount Increase made in accordance with the terms of the definition of “Revolving Credit Commitment Amount” shall be effective with the express written consent of Borrower, each Lender increasing its Revolving Credit Commitment in connection therewith and the Agent, (ii) the Borrower and the Agent may enter into technical amendments to this Agreement in connection with the funding of a Revolving Credit Commitment Amount Increase, (iii) the Agent and the Collateral Agent may enter into technical amendments to the Collateral Agency Agreement with the consent of the Lenders and (iv) no amendment, modification, consent or waiver shall be effective which reduces the amount of any mandatory prepayment under Section 2.13 without the consent of the holders of at least a majority in interest of each Facility.