Common use of Lender Consent Clause in Contracts

Lender Consent. Notwithstanding the foregoing, no amendment, modification, waiver or consent shall: (i) extend or increase any commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender); (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate set forth in Section 2.3(b) or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance or other Obligation or to reduce any fee payable hereunder); (iii) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; (iv) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders required above; or (vi) change or amend Section 12.11, Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank); or (xii) change or amend Section 6.7(b) without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank).

Lender Consent. Notwithstanding (a) The Revolving Administrative Agent acting at the foregoingdirection, no amendment, modification, waiver or consent shall: (i) extend or increase any commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender); (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent on behalf of the Required Lenders Revolving Credit Lenders, hereby acknowledges and agrees that this Amendment shall constitute the notice required to be necessary (x) provided to amend the default rate set forth in Revolving Administrative Agent with respect to “Refinancing Indebtedness” pursuant to Section 2.3(b) or to waive 2A.02 of the Existing Credit Agreement, and hereby waives the obligation of the Original Borrower, the New Borrower or any other Loan Party to pay interest at deliver any further notice of “Refinancing Indebtedness” with respect to this Amendment and the New Term Loans. (b) Each Revolving Credit Lender party hereto as a “Consenting Revolving Credit Lender” hereby consents to those terms of the Amended Credit Agreement as to which such default rate or Revolving Credit Lender’s consent is required. (c) Each Lender party hereto (x) acknowledges and agrees that, as of the Amended Effective Date, the Intercreditor Agreement (as defined in the Existing Credit Agreement) shall be terminated and replaced with the ABL Intercreditor Agreement and (y) authorizes the Collateral Trustee and each Applicable Administrative Agent to amend enter into the ABL Intercreditor Agreement, and any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such separate amendment would be to reduce the rate of interest on any Advance or other Obligation or agreement with respect to reduce any fee payable hereunder);of the Security Documents, to effect the foregoing. (iiid) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Each Lender directly party hereto acknowledges and adversely affected thereby; (iv) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition agrees to the Borrower resignation of CUSA as administrative agent under the Loan Documents and the Lenders required above; or appointment of Citibank, N.A., as Revolving Administrative Agent under the Amended Credit Agreement (vipursuant to Section 8.10 thereof) change or amend Section 12.11, Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in and the other Loan Documents), without and in such capacity, shall succeed to, and become vested with, all the written consent of each Lender; (viii) release all or substantially all of rights, powers, privileges and duties bestowed upon the Collateral (except as otherwise expressly permitted herein or in Revolving Administrative Agent under the Amended Credit Agreement and such other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank); or (xii) change or amend Section 6.7(b) without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank).

Lender Consent. Notwithstanding This Lender Consent is given pursuant to the foregoingCredit Agreement, no amendmentdated as of January 24, modification2006 (as previously amended and modified, waiver or consent shall: the “Credit Agreement”; and as further amended by the Amendment (i) extend or increase any commitment of any Lender without as hereinafter defined), the written consent of such Lender “Amended Credit Agreement”), by and among ▇▇▇▇▇▇ INC. (it being understood that formerly known as ▇▇▇▇▇▇ CDT Inc.), a waiver of any condition precedent set forth in Section 3 or Delaware corporation (the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender“Borrower”); (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate set forth in Section 2.3(b) or to waive the obligation those Material Domestic Subsidiaries of the Borrower to pay interest at such default rate or party thereto (y) to amend any financial covenant (or any defined term directly or indirectly used thereineach a “Guarantor” and collectively, the “Guarantors”), even if the effect of such amendment would be lenders and other financial institutions from time to reduce time party thereto (the rate of interest “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on any Advance or other Obligation or to reduce any fee payable hereunder); (iii) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; (iv) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders required above; or (vi) change or amend Section 12.11, Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation behalf of the Lenders relating (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement and Amendment to Security Agreement and Pledge Agreement (the “Amendment”), to be dated on or about June 29, 2009, by and among the Borrower, the Guarantors party thereto and the Administrative Agent and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. Delivery of this Lender Consent by telecopy shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of ______ ___, 2009. o Pursuant to Section 2.2 of the Amended Credit Agreement, (Lender Name) elects to extend $ of its Revolving Commitment which shall constitute Extended Revolving Commitments under the Amended Credit Agreement. as a Lender By: Name: Title: Consented to:2 ▇▇▇▇▇▇ INC. (formerly known as ▇▇▇▇▇▇ CDT Inc.), a Delaware corporation By: Name: Title: 2 Borrower’s consent is only required to the purchase extent such Lender has elected to extend its Revolving Commitment. ARTICLE I DEFINITIONS AND OTHER PROVISIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Other Definitional Provisions 32 Section 1.3 Accounting Terms 32 Section 1.4 Resolution of participations in Letters Drafting Ambiguities 33 Section 1.5 Time References 33 Section 1.6 Exchange Rates; Currency Equivalents 33 ARTICLE II THE LOANS; AMOUNT AND TERMS 34 Section 2.1 Revolving Loans 34 Section 2.2 Extension of Revolving Commitments 36 Section 2.3 Letter of Credit as provided in Subfacility 37 Section 2.1 without 2.4 Swingline Loan Subfacility 41 Section 2.5 Incremental Facility 42 Section 2.6 Fees 44 Section 2.7 Commitment Reductions 45 Section 2.8 Prepayments 46 Section 2.9 Default Rate and Payment Dates 48 Section 2.10 Conversion Options 48 Section 2.11 Computation of Interest and Fees; Usury 49 Section 2.12 Pro Rata Treatment and Payments 50 Section 2.13 Non-Receipt of Funds by the written consent Administrative Agent 52 Section 2.14 Inability to Determine Interest Rate 53 Section 2.15 Illegality 53 Section 2.16 Requirements of the Agent Law 54 Section 2.17 Indemnity 56 Section 2.18 Taxes 56 Section 2.19 Indemnification; Nature of Issuing Lender’s Duties 58 Section 2.20 Replacement of Lenders 59 ARTICLE III REPRESENTATIONS AND WARRANTIES 60 Section 3.1 Financial Condition 60 Section 3.2 No Change 61 Section 3.3 Corporate Existence; Compliance with Law 61 Section 3.4 Corporate Power; Authorization; Enforceable Obligations 61 Section 3.5 No Legal Bar; No Default 62 Section 3.6 No Material Litigation 62 Section 3.7 Investment Company Act; PUHCA, Etc. 62 Section 3.8 Margin Regulations 62 Section 3.9 ERISA 63 Section 3.10 Environmental Matters 63 Section 3.11 Use of Proceeds 64 Section 3.12 Subsidiaries 64 Section 3.13 Ownership 65 Section 3.14 Indebtedness 65 Section 3.15 Taxes 65 Section 3.16 Intellectual Property Rights 65 Section 3.17 Solvency 66 Section 3.18 Investments 66 Section 3.19 Collateral Representations 66 Section 3.20 No Burdensome Restrictions 66 Section 3.21 Brokers’ Fees 67 Section 3.22 Labor Matters 67 Section 3.23 Accuracy and each L/C Issuer; (xi) change any component Completeness of the definition Information 67 Section 3.24 Material Contracts 67 Section 3.25 Insurance 68 Section 3.26 Security Documents 68 Section 3.27 Classification of Eligible Accounts Senior Indebtedness 68 Section 3.28 Anti-Terrorism Laws 68 Section 3.29 Compliance with OFAC Rules and Regulations 68 Section 3.30 Directors; Capitalization 69 Section 3.31 Compliance with FCPA 69 ARTICLE IV CONDITIONS PRECEDENT 69 Section 4.1 Conditions to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which69 Section 4.2 Conditions to All Extensions of Credit 74 ARTICLE V AFFIRMATIVE COVENANTS 75 Section 5.1 Financial Statements 75 Section 5.2 Certificates; Other Information 77 Section 5.3 Payment of Taxes 78 Section 5.4 Conduct of Business and Maintenance of Existence 78 Section 5.5 Maintenance of Property; Insurance 79 Section 5.6 Inspection of Property; Books and Records; Discussions 79 Section 5.7 Notices 80 Section 5.8 Environmental Laws 81 Section 5.9 Financial Covenants 82 Section 5.10 Additional Guarantors 83 Section 5.11 Compliance with Law 83 Section 5.12 Pledged Assets 83 Section 5.13 Covenants Regarding Patents, for the avoidance Trademarks and Copyrights 84 Section 5.14 Further Assurances 85 ARTICLE VI NEGATIVE COVENANTS 86 Section 6.1 Indebtedness 86 Section 6.2 Liens 88 Section 6.3 Nature of doubtBusiness 88 Section 6.4 Consolidation, is East West BankMerger, Comerica BankSale or Purchase of Assets, etc. 89 Section 6.5 Advances, Investments and Silicon Valley Bank)Loans 91 Section 6.6 Transactions with Affiliates 91 Section 6.7 Ownership of Subsidiaries; or (xii) change or amend Restrictions 91 Section 6.7(b) without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank).6.8 Corporate Changes; Material Contracts 91

Lender Consent. Notwithstanding Without the foregoingwritten consent of each Lender to the extent affected thereby, no amendment, modification, waiver termination, or consent shallshall be effective if the effect thereof would: (i1) extend or increase any commitment the scheduled final maturity of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 Loan or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender)Note; (ii2) waive, reduce or forgive the principal of, or rate of interest specified herein on, postpone any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby scheduled repayment; (provided that only the consent of the Required Lenders shall be necessary (x3) to amend the default rate set forth in Section 2.3(b) or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.5) or other Obligation or to reduce any fee payable hereunder); (iii4) postpone any date scheduled extend the time for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected therebyinterest or fees; (iv5) change reduce the principal amount of any provision of this Section or the percentage in Loan; (6) (A) amend the definition of “Borrowing Base,” “Borrowing Base Deficiency,” “Class B Borrowing Base Deficiency,” “Class A Borrowing Base Deficiency Amount,” “Maximum Committed Amount,” “Commitment Availability,” “Advance Rate,” “Amortization Advance Rate,” “Required Remedies Lenders,” “Required Lenders,” “Required Class A Lender,” “Required Class B Lenders,” “Class A Exposure,” “Class B Exposure,” “Class A Pro Rata Share” or “Class B Pro Rata Share” or any other provision hereof specifying the number definition used therein or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders required above; or (vi) change or amend Section 12.11, Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (xB) amend, modify, terminate or waive any obligation provision of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C IssuerSections 2.10, 2.11 or 9.5; (xi7) change release all or any component significant portion of the definition Collateral, except as expressly provided in the Loan Documents; (8) consent to the assignment or transfer by any NF Party of Eligible Accounts any of its rights and obligations under any Loan Document, except as specifically permitted thereby; (9) increase the Revolving Loan Commitment of any Lender; (10) amend, modify, terminate or waive any provision of Section 3.2(a) with regard to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date any Credit Extension (which, for the avoidance of doubt, is East West Bankthe consent of each Lender shall be required in connection with such action); (11) amend, Comerica Bankmodify, and Silicon Valley Bank)terminate or waive any provision of Section 8 or Section 9.3; or (xii12) change waive or amend Section 6.7(b) without the written consent a breach by any NF Party that would constitute an Event of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank).Default;

Lender Consent. Notwithstanding the foregoing, no amendment, modification, waiver or consent shall: (i) extend or increase any commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender); (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate set forth in Section 2.3(b2.2(b) or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance or other Obligation or to reduce any fee payable hereunder); (iii) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; (iv) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders required above; or (vi) change or amend Section 12.1112.12, Section 12.12 12.13 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank); or (xii) change or amend Section 6.7(b) 6.7 without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is solely East West Bank, Comerica Bank, and Silicon Valley Bank).

Lender Consent. Notwithstanding the foregoing, no amendment, modification, waiver or consent shall: : (i) extend or increase any commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender); ; (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate set forth in Section 2.3(b) or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance or other Obligation or to reduce any fee payable hereunder); ; (iii) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; ; (iv) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; ; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders required above; or or (vi) change or amend Section 12.11, Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; ; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank); or (xii) change or amend Section 6.7(b) without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank).38

Lender Consent. Notwithstanding Section 9.02(e) of the foregoingAgreement of Sale is hereby deleted and replaced with the following: “Lender shall have consented to Buyer’s (or Permitted Assignee’s) assumption of the Existing Lien, no amendment, modification, waiver or consent shall: and shall also have consented to the following revisions concerning the loan documents that relate to the Existing Liens (the “Loan Documents”): (i) extend the term “Qualified Successor Borrower” as defined in the two Loan Agreements dated as of June 17, 2005 that are part of the Loan Documents (the “Loan Agreements”), and as used in any other Loan Documents, shall be revised to include a “Single-Purpose Entity” that is an “Affiliate” of R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the “New PIP Guarantor”), who will provide the “PIP Guaranty” that will be required to be arranged by Buyer or increase any commitment its Permitted Assignee in connection with the assumption of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender); Existing Liens; (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under term “PIP Guaranty” as defined in the Loan Agreements and as used in any other Loan Document, without Documents shall be revised to mean a Capital Expenditure and PIP Guaranty in substantially the written consent of each same form (and recognizing that schedules setting forth the PIP requirements may have changed) as executed and delivered to the Lender directly and adversely affected thereby (provided that only by Ashford Hospitality Limited Partnership at the consent time of the Required Lenders shall be necessary (x) Existing Liens, with the “Tangible Net Worth” and “Liquid Assets” requirements modified to amend reflect the default rate set forth in Section 2.3(b) or to waive the obligation “Tangible Net Worth” and “Liquid Assets” of the Borrower New PIP Guarantor as of the date of the assumption of the Existing Liens, dated as of the date of the assumption of the Existing Liens, from the New PIP Guarantor, rather than such Capital Expenditure and PIP Guaranty from Ashford Hospitality Limited Partnership to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance or other Obligation or to reduce any fee payable hereunder); Lender; (iii) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; (iv) change any provision of this Section or the percentage references in the definition of “Required LendersPermitted Transfers” or set forth in the Loan Agreements, and in the provisions of Section 2.15(b) of the Loan Agreements, to “Ashford Hospitality Trust, Inc.”, Ashford OP General Partner LLC”, “Ashford OP Limited Partner LLC”, “Ashford Hospitality Limited Partnership” and any other provision hereof specifying Affiliates of such entities shall be deleted and replaced with such natural persons and entities (“New Parties”) which own, directly or indirectly, an interest in Buyer or its Permitted Assignees and are approved by the number Lender for inclusion within such definition and provisions, but in any event such approved New Parties must include the three individuals who constitute the New PIP Guarantor and those entities controlled, directly or percentage indirectly, by them collectively; (iv) the term “SPE Equity Owner” as defined in the Loan Agreements and as used in any other Loan Documents shall mean each of Lenders required eight Single-Purpose Entity Delaware limited liability companies formed to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent act as general partner of each Lender; of eight Permitted Assignees organized by Buyer to acquire the Property that is the subject of this Agreement; (v) affect there shall be a modification of the rights provisions of Section 5.1(Q) of the Loan Agreements and any applicable provisions of the Loan Documents to reflect that financial statements to be provided thereunder shall not be those of Ashford Hospitality Trust, Inc. or duties hereunder its Affiliates, but rather those of each Permitted Assignee (or under a consolidated statement for all Permitted Assignees), or of and the New PIP Guarantor (each individually); (vi) there shall be a modification of the provisions of Section 8.6 of the Loan Agreements and such other provisions of the Loan Documents as may be necessary to substitute the name and address of each Permitted Assignee and its counsel for Ashford Hospitality Limited Partnership and its Affiliates, and their respective counsel, respectively, as currently set forth in the Loan Documents; (vii) there shall be a substitution of the organizational chart attached hereto as Exhibit “L” for the organizational chart attached to the Loan Agreements as Exhibit “G” and any copies of such organizational chart which are attached to any other Loan Document Documents, and (viii) Exhibit “A” to the Cash Collateral Account Agreements each dated as of June 17, 2004 that are part of the AgentLoan Documents shall be amended to reflect the names and Federal Tax Identification Numbers of each Permitted Assignee. Capitalized terms used in this paragraph and not defined in this Agreement have the meanings attributable to such terms in the Loan Agreements. Although not a condition to the obligation of Buyer to perform this Agreement, unless in writing executed by the AgentSeller acknowledges that, in each case in addition to the Borrower foregoing, Buyer has the right to request that Lender consent to the following revisions to the Loan Documents: (I) a modification of the Loan Agreements and such other provisions of the Loan Documents as may be necessary to provide for the Lender’s advance consent to (A) the management of all or any portion of the Property by Pinnacle Hotel Management LLC (“Pinnacle”), an Affiliate of the New PIP Guarantor (so that such change in management does not constitute an Event of Default), so long as such management is approved by Marriott and (B) such modifications of the Management Agreements as may be agreed to by the current Managers and which are necessary to provide the Permitted Assignees with the right to terminate the Management Agreements at any time, with or without a sale of the Property, provided Pinnacle becomes the new Manager of any Property whose Management Agreement is terminated and the Lenders required aboveconditions of Section 2.04(A) of the Management Agreements concerning operation of such Property as a Marriott franchised hotel are satisfied, (II) a modification of the provisions of Section 5.1(Q) of the Loan Agreements and any applicable provisions of the Loan Documents to reflect that financial statements to be provided thereunder will be prepared by an Independent certified public accountant reasonably acceptable to Lender but will not be audited and will not be prepared by a “Big Four” accounting firm; or and (viIII) change or amend Section 12.11, Section 12.12 or any a modification to the Loan Agreements and other provision relevant Loan Documents as may be necessary to permit Pinnacle to collect an asset management fee from each of this Agreement providing for pro rata treatment the Permitted Assignees in an amount equal to 0.75 % of Lenders, in each case, the gross revenues from the Property (without the written consent such payment constituting an Event of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan DocumentsDefault), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted such amount to be fully subordinated to sums due under the Loan Documents, Documents pursuant to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation of the Lenders relating a subordination agreement acceptable to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank); or (xii) change or amend Section 6.7(b) without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank)Lender.”

Lender Consent. Notwithstanding Without the foregoingwritten consent of each Lender that would be affected thereby, no amendment, modification, waiver termination or consent shallshall be effective if the effect thereof would: (i1) extend or increase any commitment the scheduled final maturity of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 Loan or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender)Revolving Loan Note; (ii2) waive, reduce or forgive the principal of, or rate of interest specified herein on, postpone any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby scheduled repayment; (provided that only the consent of the Required Lenders shall be necessary (x3) to amend the default rate set forth in Section 2.3(b) or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance Loan or other Obligation or to reduce any fee payable hereunderhereunder (other than Default Interest); (iii4) postpone any date scheduled extend the time for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected therebyinterest or fees; (iv5) reduce the principal amount of any Loan; (6) (x) amend the definition of “Borrowing Base” or “Maximum Committed Amount” or (y) amend, modify, terminate or waive Section 2.10 or Section 2.11 or any provision of Sections 9.5(a), (b) or (c); (7) release all or substantially all of the Collateral or the Performance Guarantor from any of its obligations under the Guaranty except as expressly provided in the Credit Documents; (8) consent to the assignment or transfer by any Credit Party of any of its respective rights and obligations under any Credit Document; (9) increase the Revolving Commitment of a Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of each Lender; or (10) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Borrower and the Lenders required above; or (vi) change or amend Section 12.11, Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender; (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, to any other Indebtedness or Liens, without the written consent of each Lender; (x) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank); or (xii) change or amend Section 6.7(b) without the written consent of Required Lenders, and each Lender as of the Closing Date (which, for the avoidance of doubt, is East West Bank, Comerica Bank, and Silicon Valley Bank).