Common use of Certain Amendments Clause in Contracts

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent (or to the extent relating to Collateral, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the Obligations, (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take any action authorized by Section 10.10 [Authorization to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent (or to the extent relating to CollateralBorrower, the Collateral Agent)Agents, on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the Obligations, (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or received, (vii) take release from perfection any action authorized Lien created by Section 10.10 [Authorization any Loan Document that is no longer required by the terms hereof or such Loan Document to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents]be perfected, (xviii) only the consent share Collateral on a pro rata basis with any counterparty to a Specified Swap Agreement described in clause (b) of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Specified Swap Agreement” or (ix) if the Loans or Commitments hereunder are ever held or are anticipated to be held by multiple Lenders at one time, make such technical changes as are necessary to facilitate such holding by multiple Lenders. Furthermore, notwithstanding anything contained in any Loan Document, the Collateral Agent’s Letter may only be amended, waived, consented to or otherwise modified with the consent of each of the Collateral Agent and the Borrower, and no other Person shall be required to or have the right to consent to any such amendment, waiver, consent or modification of the Collateral Agent’s Letter.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] Neither this Agreement, the Note nor any of the Security Documents nor any terms hereof or any other provision in any Loan Document to the contrary, thereof may be amended unless such amendment is approved by the Borrower and the Administrative Agent (or to Majority Lenders, provided that no such amendment shall, without the extent relating to Collateralconsent of each Lender affected thereby, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure reduce the interest rate or extend the time of payment of scheduled principal payments or interest or fees on the Facility, or reduce the principal amount of the Facility or any defect or errorfees hereunder, (ii) comply with increase or decrease the Commitment of any provision hereunder Lender or under subject any other Loan DocumentLender to any additional obligation (it being understood that a waiver of any Event of Default or any mandatory repayment of the Facility shall not constitute a change in the terms of any Commitment of any Lender), (iii) add Guarantors amend, modify or waive any provision of the Obligationsthis Section 17.8, (iv) add property amend the definition of Majority Lenders or any other assets as Collateraldefinition referred to in this Section 17.8, (v) add covenants of consent to the assignment or transfer by the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Partiesits rights and obligations under this Agreement, (vi) approve release any Security Party from any of its obligations under any correction Security Document except as expressly provided herein or update to any Schedule hereto or to any other Loan in such Security Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take amend any action authorized provision relating to the maintenance of collateral under Section 9.4. All amendments approved by the Majority Lenders under this Section 10.10 [Authorization 17.8 must be in writing and signed by the Borrower and each of the Lenders. In the event that any Lender is unable to Release Collateral and Guarantors]or refuses to sign an amendment approved by the Majority Lenders hereunder, such Lender hereby appoints the Agent as its Attorney-In-Fact for the purposes of signing such amendment. Notwithstanding No provision of this Section 11.1.1(a) [Required Consents], (x) only 17 or any other provisions relating to the Agent may be modified without the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding the preceding provisions of this Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary12.05, the Borrower and the Administrative Agent (may amend or to supplement the extent relating to Collateral, First Priority Term Loan Documents without the Collateral Agent), on behalf consent of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to : (i) to cure any ambiguity, defect or error, inconsistency; (ii) comply with any provision hereunder or under any other Loan Document, to provide for the assumption of the Borrower's obligations to the Lenders by a successor to the Borrower pursuant to Article VI hereof; (iii) add Guarantors to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the legal rights hereunder of the Obligations, any Lender; (iv) add property to allow any Subsidiary of the Borrower to provide a First Priority Term Loan Guarantee or other assets as Collateral, allow any Guarantor to execute a supplemental Guarantee with respect to the First Priority Term Loan Obligations; (v) add covenants to make, complete or confirm any grant of the Borrower Collateral permitted or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower required by this Agreement or any of the other Loan Parties, Security Documents or any release of Collateral that becomes effective as set forth in this Agreement or any of the Security Documents; (vi) approve to conform the text of any correction this Agreement, the First Priority Term Loan Notes or update the Security Documents to any Schedule hereto provision of the Description of New Term Loans or to any other Loan Document Description of Notes section of the Offering Memorandum to the extent that such Schedule is being corrected in any manner that is not material provision of the Description of New Term Loans or is being updated Description of Notes section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Agreement, the First Priority Term Loans or the Security Documents; or (vii) to reflect the consummation any waiver or termination of any transaction right arising under the provisions of this Agreement that otherwise would be enforceable by any holder of the Notes, if such waiver or exercise of any termination is set forth in the indentures governing such Notes, provided that no such waiver or amendment shall adversely affect the rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take any action authorized by Section 10.10 [Authorization to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent Agents (or to the extent relating to Collateral, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the Obligations, (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or received, (vii) take release from perfection any action authorized Lien created by Section 10.10 [Authorization any Loan Document that is no longer required by the terms hereof or such Loan Document to Release be perfected, or (viii) share Collateral and Guarantors]. Notwithstanding Section 11.1.1(aon a pro rata basis with any counterparty to a Specified Swap Agreement described in clause (b) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing LendersSpecified Swap Agreement.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] Neither this Agreement, the Note nor any of the Security Documents nor any terms hereof or any other provision in any Loan Document to the contrary, thereof may be amended unless such amendment is approved by the Borrower and the Administrative Agent (or to Majority Lenders, provided that no such amendment shall, without the extent relating to Collateralconsent of each Lender affected thereby, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure reduce the interest rate or extend the time of payment of scheduled principal payments or interest or fees on the Facility, or reduce the principal amount of the Facility or any defect or errorfees hereunder, (ii) comply with increase or decrease the Commitment of any provision hereunder Lender or under subject any other Loan DocumentLender to any additional obligation (it being understood that a waiver of any Event of Default or any mandatory repayment of Facility shall not constitute a change in the terms of any Commitment of any Lender), (iii) add Guarantors amend, modify or waive any provision of the Obligationsthis Section 16.8, (iv) add property amend the definition of Majority Lenders or any other assets as Collateraldefinition referred to in this Section 16.8, (v) add covenants of consent to the assignment or transfer by the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Partiesits rights and obligations under this Agreement, (vi) approve release any Security Party from any of its obligations under any correction Security Document except as expressly provided herein or update to any Schedule hereto or to any other Loan Document to the extent in such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or Security Document, (vii) take amend any action authorized provision relating to the maintenance of collateral under Section 9.3 or (viii) amend the definition of Available Amount. All amendments approved by the Majority Lenders under this Section 10.10 [Authorization 16.8 must be in writing and signed by the Borrower and each of the Lenders. In the event that any Lender is unable to Release Collateral and Guarantors]or refuses to sign an amendment approved by the Majority Lenders hereunder, such Lender hereby appoints the Agent as its Attorney-In-Fact for the purposes of signing such amendment. Notwithstanding No provision of this Section 11.1.1(a) [Required Consents], (x) only 16 or any other provisions relating to the Agent may be modified without the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding Subject to Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent (or to the extent relating to Collateral, the Collateral Agent14.7(f), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any provision of the Loan Documents from time to time may be amended or consent to waived if, but only if, such action amendment or waiver is in writing and is signed by (a) in the case of this Agreement, the Borrower, the Majority Lenders, and acknowledged by the Collateral Facility Agent, and if the rights or duties of any Agent to or any Issuing Bank are affected thereby, such Agent and/or such Issuing Bank, as the case may be and (ib) cure any defect or error, (ii) comply with any provision hereunder or under in the case of any other Loan Document, each party thereto and the Facility Agent or other applicable Agent (with the consent of the Majority Lenders), provided that: (i) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the consent of such Lender, (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including, without limitation, any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender owed any such Obligation, (C) release any Cash Collateral for any Cash Collateralized Obligations (other than as provided in accordance with Section 3.10 ) without the consent of all Lenders, (D) release all or substantially all of the Collateral (or all or substantially all of the value of the Collateral) or release all or substantially all of the Guarantors from their Guaranties of the Obligations without the consent of all Lenders, (E) change the provisions of Article 4 hereof without the consent of all Lenders, (F) change any provision requiring ratable (x) reduction of Commitments or (y) funding or sharing of payments without the consent of all Lenders or (G) without the consent of all Lenders, amend or otherwise modify this Agreement to (x) subordinate the Lien on any material portion of the Collateral securing the Obligations to any Lien securing other Indebtedness, (y) provide for payment subordination of the Obligations or (z) otherwise permit the incurrence of any Indebtedness or Liens which are senior in priority to the Obligations or the Liens on the Collateral, unless (1) in connection with a debtor-in-possession financing that does not provide a “roll up” of any existing obligations or use of cash collateral in any proceeding under any Debtor Relief Law and (2) each adversely affected Lender has been offered a reasonable bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender and calculated immediately prior to any applicable amendment or incurrence of senior Indebtedness) as offered to all other Lenders (or their Affiliates) and to the extent such adversely affected Lender decides to participate in the senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than ancillary fees) of the senior Indebtedness afforded to the providers of the senior Indebtedness (or any of their Affiliates) in connection with providing the senior Indebtedness pursuant to a written offer made to each such adversely affected Lender describing the material terms of the arrangements pursuant to which the senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Lender for a period of not less than five (5) Banking Days; (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 14.8 or the definition of “Majority Lenders” or the number of Lenders required to take any action under any other provision of the Loan Documents; (iii) add Guarantors notwithstanding anything to the contrary herein, (A) any Drawdown Notice may be amended with the consent of only the ObligationsBorrower and the Facility Agent, (B) any Letter of Credit Application may be amended with the consent of only the Borrower and the applicable Issuing Bank, (C) any Letter of Credit shall be amended in accordance with Section 3.10 and (D) this Agreement may be amended pursuant to Section 3.9 and Section 6.4 in accordance with the terms thereof; (iv) add property notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; and (v) notwithstanding anything to the contrary herein or in any other Loan Document, without any further action or consent of any other party to this Agreement or other assets as applicable Loan Document: (A) if any Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error, inconsistency or other defect in any provision of this Agreement or any other Loan Document, then the Facility Agent (or other applicable Agent) and the Borrower (and/or other applicable Obligor, in the case of any Security Document) shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error, inconsistency or other defect; (B) [Reserved]; and (C) the Facility Agent (or other applicable Agent) and the Borrower (and/or other applicable Obligor, in the case of any Security Document) shall be permitted to amend, restate, modify, waive or supplement this Agreement or any other Loan Document, to enter into any new agreement or instrument and/or to replace any Security Document (and, at the request of the Borrower, the applicable Agent shall enter into any such amendment, restatement, modification, waiver, supplement, new agreement, new instrument or replacement), in any such case, in order to (I) comply with local law or advice of local counsel, (II) cause any Guaranty or Security Document to be consistent with this Agreement and the other Loan Documents, (III) add Guarantors or Collateral, (vIV) add covenants of the Borrower otherwise give effect to, or the other Loan Parties otherwise grant, perfect, protect, expand or enhance, any Lien on any property for the benefit of the Lenders Secured Parties, (V) [Reserved], (VI) provide for the assumption of a Obligor’s obligations under the applicable Loan Documents in the case of a consolidation, amalgamation, merger or sale of all or substantially all of such Person’s assets in accordance with Article IX, and/or (VII) otherwise enhance the rights of any Agent or the rights or benefits generally applicable to surrender the Secured Parties under any right Loan Document with respect to Collateral or power herein conferred upon Guaranty matters. For the Borrower avoidance of doubt, any amendment, consents or waiver which amends, waives or otherwise modifies any term or provision that directly affects the rights or duties of an Issuing Bank, and does not directly affect the rights or duties of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties Lenders shall be permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take any action authorized by Section 10.10 [Authorization to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents], (x) only with the consent of the respective parties thereto shall be required for any amendments or waivers relevant Issuing Bank, in lieu of the Administrative Agent’s Letter and (y) only the written consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Majority Lenders.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] Neither this Loan Agreement, the Note nor any of the Security Documents nor any terms hereof or any other provision in any Loan Document to the contrary, thereof may be amended unless such amendment is approved by the Borrower and the Administrative Agent Majority Lenders, provided that no such amendment shall, without the written consent of each Lender affected thereby, (i) reduce the interest rate or to extend the extent relating to Collateraltime of a scheduled payment of principal or interest or fees on the Loan, or reduce the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any principal amount of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or errorfees hereunder, (ii) comply with increase or decrease the Commitment of any provision hereunder Lender or under subject any Lender to any additional obligation (it being understood that a waiver of any Event of Default, other than a payment default, or any mandatory repayment of Loan Documentshall not constitute a change in the terms of any Commitment of any Lender), (iii) add Guarantors amend, modify or waive any provision of the Obligationsthis Section 15.8, (iv) add property amend the definition of Majority Lenders or any other assets as Collateraldefinition referred to in this Section 15.8, (v) add covenants of consent to the assignment or transfer by the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other its rights and obligations under this Loan PartiesAgreement, (vi) approve release any Security Party from any of its obligations under any correction Security Document except as expressly provided herein or update to any Schedule hereto or to any other Loan in such Security Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take amend any action authorized provision relating to the maintenance of collateral under Section 9.4; provided, further, that approval by Section 10.10 [Authorization to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents], (x) only the consent of the respective parties thereto all Lenders shall be required for any amendments amendment or waivers with respect to Section 5.3 of this Loan Agreement. All amendments approved by the Administrative Agent’s Letter Majority Lenders under this Section 15.8 must be in writing and (y) only the consent of the applicable Lender, signed by the Borrower and consented to and acknowledged by the Administrative Agent Guarantor, each of the Lenders comprising the Majority Lenders and, if applicable, each Lender affected thereby and any such amendment shall be required for binding on all the Lenders; provided, however, that any amendments or waivers with respect to Section 5.3 of this Loan Agreement must be in writing and signed by the Security Parties and all of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding Section 11.1.1 (a11.1.1(a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent Agents (or to the extent relating to Collateral, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the Obligations, (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or received, (vii) take release from perfection any action authorized Lien created by Section 10.10 [Authorization any Loan Document that is no longer required by the terms hereof or such Loan Document to Release be perfected, or (viii) share Collateral and Guarantors]. Notwithstanding Section 11.1.1(aon a pro rata basis with any counterparty to a Specified Swap Agreement described in clause (b) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing LendersSpecified Swap Agreement.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contraryNeither this Credit Facility Agreement, the Borrower and the Administrative Agent (or to the extent relating to Collateral, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part Note nor any of the Loan Security Documents from time to time nor any terms hereof or consent to thereof may be amended unless such action amendment is approved by the Collateral Agent to Borrowers and the Majority Lenders, provided that no such amendment shall, without the written consent of each Lender affected thereby, (i) cure reduce the interest rate or extend the time of a scheduled payment of principal or interest or fees on the Facility, or reduce the principal amount of the Facility or any defect or errorfees hereunder, (ii) comply with increase or decrease the Commitment of any provision hereunder Lender or under subject any Lender to any additional obligation (it being understood that a waiver of any Event of Default, other Loan Documentthan a payment default, or any mandatory repayment of Facility shall not constitute a change in the terms of any Commitment of any Lender), (iii) add Guarantors amend, modify or waive any provision of the Obligationsthis Section 15.8, (iv) add property amend the definition of Majority Lenders or any other assets as Collateraldefinition referred to in this Section 15.8, (v) add covenants consent to the assignment or transfer by the Borrowers of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Partiestheir rights and obligations under this Credit Facility Agreement, (vi) approve release any Security Party from any of its obligations under any correction Security Document except as expressly provided herein or update to any Schedule hereto or to any other Loan in such Security Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take amend any action authorized provision relating to the maintenance of collateral under Section 9.4; provided, further, that approval by Section 10.10 [Authorization to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents], (x) only the consent of the respective parties thereto all Lenders shall be required for any amendments amendment or waivers with respect to Section 5.3 of this Credit Facility Agreement. All amendments approved by the Majority Lenders under this Section 15.8 must be in writing and signed by the Borrowers, each of the Administrative Agent’s Letter Lenders comprising the Majority Lenders and, if applicable, each Lender affected thereby and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent any such amendment shall be required for binding on all the Lenders; provided, however, that any amendments or waivers with respect to Section 5.3 of this Credit Facility Agreement must be in writing and signed by the Borrowers and all of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding Section 11.1.1 (a11.1.1(a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent AgentsAgent (or to the extent relating to Collateral, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the Obligations, (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or received, (vii) take release from perfection any action authorized Lien created by Section 10.10 [Authorization any Loan Document that is no longer required by the terms hereof or such Loan Document to Release be perfected, or (viii) share Collateral and Guarantors]. Notwithstanding Section 11.1.1(aon a pro rata basis with any counterparty to a Specified Swap Agreement described in clause (b) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing LendersSpecified Swap Agreement.”

Certain Amendments. Notwithstanding the preceding provisions of this Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary12.05, the Borrower and the Administrative Agent (may amend or to supplement the extent relating to Collateral, Second Priority Term Loan Documents without the Collateral Agent), on behalf consent of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to : (i) to cure any ambiguity, defect or error, inconsistency; (ii) comply with any provision hereunder or under any other Loan Document, to provide for the assumption of the Borrower's obligations to the Lenders by a successor to the Borrower pursuant to Article VI hereof; (iii) add Guarantors to make any change that would provide any additional rights or benefits to the Lenders or that does not adversely affect the legal rights hereunder of the Obligations, any Lender; (iv) add property to allow any Subsidiary of the Borrower to provide a Second Priority Term Loan Guarantee or other assets as Collateral, allow any Guarantor to execute a supplemental Guarantee with respect to the Second Priority Term Loan Obligations; (v) add covenants to make, complete or confirm any grant of the Borrower Collateral permitted or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower required by this Agreement or any of the other Loan Parties, Security Documents or any release of Collateral that becomes effective as set forth in this Agreement or any of the Security Documents; (vi) approve to conform the text of any correction this Agreement, the Second Priority Term Loan Notes or update the Security Documents to any Schedule hereto provision of the Description of New Term Loans or to any other Loan Document Description of Notes section of the Offering Memorandum to the extent that such Schedule is being corrected in any manner that is not material provision of the Description of New Term Loans or is being updated Description of Notes section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Agreement, the Second Priority Term Loans or the Security Documents; or (vii) to reflect the consummation any waiver or termination of any transaction right arising under the provisions of this Agreement that otherwise would be enforceable by any holder of the Notes, if such waiver or exercise of any termination is set forth in the indentures governing such Notes, provided that no such waiver or amendment shall adversely affect the rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take any action authorized by Section 10.10 [Authorization to Release Collateral and Guarantors]. Notwithstanding Section 11.1.1(a) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Lenders.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] or any other provision in any Loan Document to the contrary, the Borrower and the Administrative Agent (or to the extent relating to Collateral, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the Obligations, (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or received, (vii) take release from perfection any action authorized Lien created by Section 10.10 [Authorization any Loan Document that is no longer required by the terms hereof or such Loan Document to Release be perfected, or (viii) share Collateral and Guarantors]. Notwithstanding Section 11.1.1(aon a pro rata basis with any counterparty to a Specified Swap Agreement described in clause (b) [Required Consents], (x) only the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing LendersSpecified Swap Agreement.”

Certain Amendments. Notwithstanding Section 11.1.1 (a) [Required Consents] or No Transaction Document and no term of any other provision in any Loan Transaction Document to the contrary, may be amended unless such amendment is approved by the Borrower and the Administrative Agent (or to Majority Lenders, provided that no such amendment shall, without the extent relating to Collateralconsent of each Lender affected thereby, the Collateral Agent), on behalf of the Lenders and without any consent or action by any Lender, may amend, modify, supplement or restate in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure reduce the interest rate or extend the time of payment of scheduled principal payments or interest or fees on the Facility, or reduce the principal amount of the Facility or any defect or errorfees hereunder, (ii) comply with increase or decrease the Commitment of any provision hereunder Lender or under subject any other Loan DocumentLender to any additional obligation (it being understood that a waiver of any Event of Default or any mandatory repayment of Facility shall not constitute a change in the terms of any Commitment of any Lender), (iii) add Guarantors amend, modify or waive any provision of the Obligationsthis Section 14.8, (iv) add property or other assets as Collateralamend the definition of Majority Lenders, (v) add covenants of consent to the assignment or transfer by the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Partiesits rights and obligations under this Agreement, (vi) approve release any Security Party from any of its obligations under any correction Transaction Document except as expressly provided in this Agreement or update to any Schedule hereto or to any other Loan in such Transaction Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received or (vii) take amend any action authorized provision relating to the maintenance of collateral under Section 9.4. All amendments approved by the Majority Lenders under this Section 10.10 [Authorization 14.8 must be in writing and signed by the Borrower and each of the Lenders. A change in classification societies from the Classification Society to Release Collateral and Guarantors]another member of the International Association of Classification Societies must be approved by the Majority Lenders. Notwithstanding In the event that any Lender is unable to or refuses to sign an amendment approved by the Majority Lenders hereunder, such Lender hereby appoints the Administrative Agent as its Attorney-in-Fact for the purposes of signing such amendment. No provision of this Section 11.1.1(a) [Required Consents], (x) only 14 or any other provisions relating to the Administrative Agent may be modified without the consent of the respective parties thereto shall be required for any amendments or waivers of the Administrative Agent’s Letter and (y) only the consent of the applicable Lender, the Borrower and the Administrative Agent shall be required for any amendments or waivers of the notice referenced in the definition of “Issuing Lenders.”