Common use of Other Approval Requirements Clause in Contracts

Other Approval Requirements. Notwithstanding the provisions of Section 11.01(a) or Section 11.01(b), (i) the consent of only the Required Revolving Lenders (but without the consent of other Lenders, including the Required Lenders) shall be required to amend, waive, add or otherwise modify (A) any provision of the paragraph immediately succeeding the first table in the definition of “Applicable Rate” in Section 1.01 which provides for an agreement, consent or waiver by the Required Revolving Lenders or (B) any other provisions by their terms would apply solely to the Revolving Facility; (ii) the Borrower may amend or otherwise modify any provision of the Loan Documents in a manner that is more favorable to the Lenders (as determined by the Borrower in good faith in consultation with the Administrative Agent) at any time, without the consent of the Administrative Agent or any Lender; provided that such amendment or modification shall not be effective until the Borrower delivers such amendment or modification to the Administrative Agent; (iii) this Agreement and the other Loan Documents may be amended (or amended and restated) to effect an Incremental Amendment, Extension Amendment and/or Refinancing Amendment, in each case solely in accordance with the terms set forth in this Agreement with respect thereto, and pursuant to clauses (f), (g) and (h) below, in each case solely in accordance with the terms set forth in such clauses; (iv) amendments and waivers of any provision of any Refinancing Amendment, Incremental Amendment or Extension Amendment, and consents to any departure by the Borrower, any other Loan Party or any Restricted Subsidiary therefrom or from the terms of any applicable Facility created thereby, may be effected with the consent of only the Required Facility Lenders party thereto, and shall not require (but may be effected with) consent of the Required Lenders or any other Person, unless such amendments provide otherwise pursuant to their terms; (v) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency, in each case, in any provision of a Loan Documents that is identified by the Borrower and the Administrative Agent, without the consent of any Lender; (vi) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency in any provision of a Loan Document that is identified by the Borrower and the Required Lenders (it being agreed that any such determination or identification by Required Lenders of an error, ambiguity, omission, defect or inconsistency shall be conclusive), without the consent of any other Person; and (vii) an amendment or waiver of, or a consent with respect to, any fee letter or side letter executed in connection with a Facility shall require the consent of only the parties thereto, unless otherwise specified therein.

Other Approval Requirements. Notwithstanding the provisions of Section 11.01(a11.02(a) or Section 11.01(b),; (i) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Bank in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Issuing Bank under this Agreement, any |US-DOCS\134569911.8148772134.4|| Issuance Notice or any other Loan Document relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver of consent of only shall, unless in writing and signed by the Required Revolving Swing Line Lender in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Swing Line Lender under this Agreement or any other Loan Document, (but iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document, (iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other Loan Document, (v) Section 11.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other Lenders, including modification, (vi) the consent of the Required Lenders) Facility Lenders shall be required with respect to amend, waive, add or otherwise modify any amendment that by its terms adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a manner different than such amendment affects other Facilities, (Avii) [reserved]; and (viii) any provision of the paragraph immediately succeeding the first table in amendment to the definition of “Applicable RateLetter of Credit PercentageCommitment” in Section 1.01 which provides for an agreement, consent or waiver by the Required Revolving Lenders or (B) any other provisions by their terms would apply solely to the Revolving Facility; (ii) the Borrower may amend or otherwise modify any provision of the Loan Documents in a manner that is more favorable to the Lenders (as determined by the Borrower in good faith in consultation with the Administrative Agent) at any time, without the consent of the Administrative Agent or any Lender; provided that such amendment or modification shall not be effective until the Borrower delivers such amendment or modification to the Administrative Agent; (iii) this Agreement and the other Loan Documents may be amended (or amended and restated) to effect an Incremental Amendment, Extension Amendment and/or Refinancing Amendment, in each case solely in accordance with the terms set forth in this Agreement with respect thereto, and pursuant to clauses (f), (g) and (h) below, in each case solely in accordance with the terms set forth in such clauses; (iv) amendments and waivers of any provision of any Refinancing Amendment, Incremental Amendment or Extension Amendment, and consents to any departure by the Borrower, any other Loan Party or any Restricted Subsidiary therefrom or from the terms of any applicable Facility created thereby, may be effected with the consent of only the Required Facility Lenders party thereto, and shall not require (but may be effected with) consent of the Required Lenders or any other Person, unless such amendments provide otherwise pursuant to their terms; (v) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency, in each case, in any provision of a Loan Documents that is identified by the Borrower and the Administrative Agent, without the consent of any Lender; (vi) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency in any provision of a Loan Document that is identified by the Borrower and the Required Lenders (it being agreed that any such determination or identification by Required Lenders of an error, ambiguity, omission, defect or inconsistency shall be conclusive), without the consent of any other Person; and (vii) an amendment or waiver of, or a consent with respect to, any fee letter or side letter executed in connection with a Facility shall require the consent only of only the parties theretoBorrower, unless otherwise specified thereinthe Administrative Agent and each directly and adversely affected Issuing Bank.

Other Approval Requirements. Notwithstanding the provisions of Section 11.01(a11.02(a) or Section 11.01(b),; (i) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Bank in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Issuing Bank under this Agreement, any Issuance Notice or any other Loan Document relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver of consent of only shall, unless in writing and signed by the Required Revolving Swing Line Lender in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Swing Line Lender under this Agreement or any other Loan Document, (but iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document, (iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other Loan Document, (v) Section 11.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other Lenders, including modification, (vi) the consent of the Required Lenders) Facility Lenders shall be required with respect to amend, waive, add or otherwise modify any amendment that by its terms adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a manner different than such amendment affects other Facilities, (Avii) [reserved]; and (viii) any provision of the paragraph immediately succeeding the first table in amendment to the definition of “Applicable RateLetter of Credit Percentage” in Section 1.01 which provides for an agreement, consent or waiver by the Required Revolving Lenders or (B) any other provisions by their terms would apply solely to the Revolving Facility; (ii) the Borrower may amend or otherwise modify any provision of the Loan Documents in a manner that is more favorable to the Lenders (as determined by the Borrower in good faith in consultation with the Administrative Agent) at any time, without the consent of the Administrative Agent or any Lender; provided that such amendment or modification shall not be effective until the Borrower delivers such amendment or modification to the Administrative Agent; (iii) this Agreement and the other Loan Documents may be amended (or amended and restated) to effect an Incremental Amendment, Extension Amendment and/or Refinancing Amendment, in each case solely in accordance with the terms set forth in this Agreement with respect thereto, and pursuant to clauses (f), (g) and (h) below, in each case solely in accordance with the terms set forth in such clauses; (iv) amendments and waivers of any provision of any Refinancing Amendment, Incremental Amendment or Extension Amendment, and consents to any departure by the Borrower, any other Loan Party or any Restricted Subsidiary therefrom or from the terms of any applicable Facility created thereby, may be effected with the consent of only the Required Facility Lenders party thereto, and shall not require (but may be effected with) consent of the Required Lenders or any other Person, unless such amendments provide otherwise pursuant to their terms; (v) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency, in each case, in any provision of a Loan Documents that is identified by the Borrower and the Administrative Agent, without the consent of any Lender; (vi) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency in any provision of a Loan Document that is identified by the Borrower and the Required Lenders (it being agreed that any such determination or identification by Required Lenders of an error, ambiguity, omission, defect or inconsistency shall be conclusive), without the consent of any other Person; and (vii) an amendment or waiver of, or a consent with respect to, any fee letter or side letter executed in connection with a Facility shall require the consent only of only the parties theretoBorrower, unless otherwise specified thereinthe Administrative Agent and each directly and adversely affected Issuing Bank.

Other Approval Requirements. Notwithstanding the provisions of Section 11.01(a10.01(a) or Section 11.01(b10.01(b),; (i) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Bank in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, such Issuing Bank under this Agreement, any Issuance Notice or any other Loan Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of only each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (v) the consent of Required Facility Lenders, as applicable, shall be required with respect to any amendment that by its terms adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a manner different than such amendment affects other Facilities; (vi) solely the consent of the Required Revolving Lenders (but without not the consent of other Lenders, including the Required LendersLenders or any other Lender) shall be required with respect to amendany amendment (x) waiving, waive, add amending or otherwise modify modifying Section 7.10 (A) any provision of the paragraph immediately succeeding the first table in or the definition of “Applicable RateTotal Net Leverage Ratio” or any component definition thereof, in each case, as any such definition is used solely for purposes of Section 7.10) or waive any Default or Event of Default in respect of Section 7.10, (y) waive, amend or modify any condition precedent set forth in Section 1.01 which provides for an agreement, consent 4.02 hereof as it pertains to any Credit Extension under any Revolving Facility and/or (z) waive any Default or waiver Event of Default that results from any representation made or deemed made by the Required Revolving Lenders or (B) any other provisions by their terms would apply solely to Loan Party in any Loan Document in connection with any Credit Extension under the Revolving FacilityFacility being untrue in any material respect as of the date made or deemed made; (ii) the Borrower may amend or otherwise modify any provision of the Loan Documents in a manner that is more favorable to the Lenders (as determined by the Borrower in good faith in consultation with the Administrative Agent) at any time, without the consent of the Administrative Agent or any Lender; provided that such amendment or modification shall not be effective until the Borrower delivers such amendment or modification to the Administrative Agent; (iiivii) this Agreement and the other Loan Documents may be amended (or amended and restated) to (A) effect an Incremental AmendmentFacility pursuant to Section 2.16 (including changes in accordance with Section 2.16(g) and Section 2.16(k)), Extension Amendment including as may be reasonably necessary or advisable to (w) give effect to the pari passu ranking of such Incremental Facility in terms of payment and pari passu or junior ranking in terms of security with the Revolving Facility, including by incorporating such Incremental Facility into the terms of Section 2.15 and/or Refinancing AmendmentSection 8.03, (x) deem the providers of such Incremental Facility to be “Lenders” for all purposes under this Agreement and the obligations under such Incremental Facility to be “Obligations” as defined herein, (y) modify the terms and provisions described in each case solely Section 10.01(b)(iv) above to incorporate such Incremental Facility therein and (z) give effect to such other changes as the Borrower and the Administrative Agent may agree are required to effect the incurrence of an Incremental Facility pursuant to Section 2.16 on the terms set forth therein, or (B) effect any changes in accordance with the terms set forth definitions of Credit Agreement Refinancing Indebtedness or Replacement Loans and, in this Agreement with respect thereto, and pursuant to clauses the case of each of clause (f), (gA) and (h) belowB), in each case solely in accordance with the terms set forth in Administrative Agent and the Borrower may effect such clauses; amendments (iv) or amendments and waivers of any provision of any Refinancing Amendment, Incremental Amendment or Extension Amendment, and consents restatements) to any departure by the Borrower, any other Loan Party or any Restricted Subsidiary therefrom or from the terms of any applicable Facility created thereby, may be effected with the consent of only the Required Facility Lenders party thereto, and shall not require (but may be effected with) consent of the Required Lenders or any other Person, unless such amendments provide otherwise pursuant to their terms; (v) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency, in each case, in any provision of a Loan Documents that is identified by the Borrower and the Administrative Agent, without the consent of any Lender; (vi) this Agreement and the other Loan Documents may be amended (or amended and restated) to correct or clarify any error, ambiguity, omission, defect or inconsistency in any provision of a Loan Document that is identified by the Borrower and the Required Lenders (it being agreed that any such determination or identification by Required Lenders of an error, ambiguity, omission, defect or inconsistency shall be conclusive), without the consent of any other Person; and (vii) an amendment party as may be necessary or waiver ofappropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the terms of any such Incremental Facility or a consent with respect to, any fee letter such Credit Agreement Refinancing Indebtedness or side letter executed in connection with a Facility shall require the consent of only the parties thereto, unless otherwise specified therein.Replacement Loans;