Common use of Waivers and Amendments; Rights Cumulative; Consent Clause in Contracts

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Required Commitment Parties; provided, that any Commitment Party’s prior written consent shall be required for any amendment that would have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party’s prior written consent shall be required for any revisions to the Commitment Schedule. Notwithstanding the foregoing, the Debt Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Required Commitment Parties to reflect changes in the composition of the Debt Commitment Parties and Debt Commitment Percentage as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 and Section 6.4, the waiver of which shall be governed solely by Article VI) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Commitment Parties only by a written instrument executed by the Required Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Required Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the applicable Purchase Price to be paid in respect of the Unsubscribed Securities, or (iii) have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party’s (b) the prior written consent of each Commitment Party shall be required for any revisions to amendment that would, directly or indirectly modify the Commitment ScheduleRights Offering Amount, a Significant Term, the definition “Significant Term” and this Section 10.7. Notwithstanding the foregoing, the Debt Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Required Requisite Commitment Parties to reflect conforming changes in the composition of the Debt Commitment Backstop Parties and Debt Backstop Commitment Percentage Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 Sections 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIVII) may be waived (A) by the Debtors Debtor only by a written instrument executed by the Company and (B) by the Required Requisite Commitment Parties only by a written instrument executed by the Required Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a upon written instrument signed consent by the Company and the Required Commitment Parties; providedRequisite Consenting Noteholders, that any Commitment Party’s prior written consent shall be required solely as permitted in the Voting/Consent Structure and including, for any amendment that would have a materially adverse the avoidance of doubt, the rights of Private Placement Parties to dissent and disproportionate effect on such Commitment Party and each Commitment Party’s prior written consent shall be required for any revisions to the Commitment Schedulewithdraw from this Agreement as set forth therein. Notwithstanding the foregoing, (i) the Debt Commitment Private Placement Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Required Commitment Parties Requisite Consenting Noteholders to reflect changes in the composition of the Debt Commitment Private Placement Parties and Debt Commitment Percentage Private Placement Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. Agreement and (ii) Sections 9.5(a) and 10.17 may be amended, restated, modified or changed only upon written consent of the Company and each of the Initial Private Placement Parties.. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIVII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Commitment Parties Requisite Consenting Noteholders only by a written instrument executed by the Required Commitment PartiesRequisite Consenting Noteholders solely as permitted in the Voting/Consent Structure. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Required Requisite Commitment Parties; provided, that any Commitment Party’s prior written consent shall be required for any amendment (other than in accordance with Section 10.17) that would would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party’s prior written consent shall be required for any revisions to the Commitment Schedule. Notwithstanding the foregoing, the Debt Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Required Requisite Commitment Parties to reflect conforming changes in the composition of the Debt Commitment Parties and Debt Backstop Commitment Percentage Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 and Section 6.4Sections 7.1, the waiver of which shall be governed solely by Article VIVII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Requisite Commitment Parties only by a written instrument executed by the Required Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company Credit Parties and the Required Commitment Requisite Backstop Parties; provided, that that, in addition to the foregoing consents, (a) any Commitment Backstop Party’s prior written consent shall be required for any amendment that would would, directly or indirectly, (i) modify such Backstop Party’s Backstop Commitment Percentage, (ii) increase the Purchase Price to be paid in respect of the Unsubscribed New 1.5 Lien Notes, or (iii) have a materially adverse and disproportionate effect on such Commitment Party Backstop Party; and each Commitment Party’s (b) the prior written consent of each Backstop Party shall be required for any revisions to the Commitment Scheduleamendment that would, directly or indirectly, modify a Significant Term. Notwithstanding the foregoing, the Debt Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company Credit Parties and the Required Commitment Parties Requisite Backstop Parties, to reflect conforming changes in the composition of the Debt Commitment Backstop Parties and Debt Backstop Commitment Percentage Percentages, as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1Sections 7.1, Section 6.3 7.2 and Section 6.47.3 hereof, the waiver and amendment of which shall be governed solely by Article VIVII) may be waived or amended (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Commitment Credit Parties only by a written instrument executed by the Required Commitment Credit Parties and (B) by the Requisite Backstop Parties only by a written instrument executed by the Requisite Backstop Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Required Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party’s (b) the prior written consent of each Commitment Party shall be required for any revisions to the Commitment Scheduleamendment that would, directly or indirectly modify a Significant Term. Notwithstanding the foregoing, the Debt Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Required Requisite Commitment Parties to reflect conforming changes in the composition of the Debt Commitment Backstop Parties and Debt Backstop Commitment Percentage Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 Sections 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIVII, the waiver of which shall be governed by their respective terms) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Requisite Commitment Parties only by a written instrument executed by the Required Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Required Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Purchase Price to be paid in respect of the Unsubscribed Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party’s (b) the prior written consent of Apollo and each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any revisions amendment to the definition of “Requisite Commitment Schedule. Parties.” Notwithstanding the foregoing, the Debt Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Required Requisite Commitment Parties to reflect changes in the composition of the Debt Commitment Backstop Parties and Debt Backstop Commitment Percentage Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 Sections 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIVII, and the termination events set forth in each of Sections 9.2(d), 9.2(f) and 9.2(j), the waiver of which shall be governed by their respective terms) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Requisite Commitment Parties only by a written instrument executed by the Required Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, or changed only by a written instrument signed by the Company and the Required Commitment PartiesRequisite Plan Sponsors; provided, however, that any Commitment Partyeach Plan Sponsor’s prior written consent shall be required for any amendment that would have a materially adverse and disproportionate the effect on such Commitment Party and each Commitment Party’s prior written consent shall of: (a) increasing the Purchase Price to be required for any revisions to the Commitment Schedule. Notwithstanding the foregoing, the Debt Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Required Commitment Parties to reflect changes paid in the composition respect of the Debt Commitment Parties and Debt Commitment Emergence Equity Units , (b) modifying such Plan Sponsor’s Purchase Percentage as (unless such Plan Sponsor is a result Defaulting Plan Sponsor), (c) modifying any terms or provisions of Transfers permitted the New Limited Liability Company Agreement, or (d) extending the Outside Date beyond an additional ninety (90) days (other than in accordance with Section 2.3(a) or Section 10.12, if applicable); provided, further, however, that Schedules 1 and 2 may be amended and restated (i) to reflect any Plan Sponsor Default and reallocation for such a Plan Sponsor Default, in each case, as contemplated by and pursuant to Section 2.3 without the terms consent of any Party other than such consents required by and conditions as contemplated by Section 2.3 or (ii) to reflect any Transfers and reallocations contemplated by the provisions of this AgreementSection 2.6 or Section 6.5 with respect to a Transfer or reallocation in accordance with such Section(s). The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIARTICLE VII and the termination right set forth in Section 9.1(e), the waiver of which shall require each Plan Sponsor's prior written consent) may be waived (Ay) by the Debtors only by a written instrument executed by the Company and (Bz) by the Required Commitment Parties Plan Sponsors only by a written instrument executed by the Required Commitment PartiesRequisite Plan Sponsors on behalf of, and which waiver shall be binding on all, Plan Sponsors. Notwithstanding anything to the contrary contained in this Agreement, the Plan Sponsors set forth on Schedule 2 may agree, among themselves, with the prior written consent of the Company (not to be unreasonably withheld), to reallocate their Purchase Percentages, without any consent or approval of any other Party; provided, however, for the avoidance of doubt, any such agreement among such Plan Sponsors shall require the consent or approval of all Plan Sponsors affected by such reallocation. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a upon written instrument signed consent by the Company and the Required Requisite Consenting Noteholders, solely as permitted in the Voting/Consent Structure and including, for the avoidance of doubt, the rights of Commitment Parties; provided, that any Commitment Party’s prior written consent shall be required for any amendment that would have a materially adverse Parties to dissent and disproportionate effect on such Commitment Party and each Commitment Party’s prior written consent shall be required for any revisions to the Commitment Schedulewithdraw from this Agreement as set forth therein. Notwithstanding the foregoing, (i) the Debt Backstop Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Required Commitment Parties Requisite Consenting Noteholders to reflect changes in the composition of the Debt Commitment Parties and Debt Backstop Commitment Percentage Percentages as a result of Transfers permitted in accordance with the terms and conditions of this AgreementAgreement and (ii) Sections 9.5(a) and 10.17 may be amended, restated, modified or changed only upon written consent of the Company and each of the Initial Commitment Parties. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIVII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Commitment Parties Requisite Consenting Noteholders only by a written instrument executed by the Required Commitment PartiesRequisite Consenting Noteholders solely as permitted in the Voting/Consent Structure. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Required Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would would, directly or indirectly: (i) modify such Commitment Party’s Final Equity Commitment, Initial Equity Commitment, Equity Commitment Percentage or Initial Equity Commitment Percentage, (ii) increase the Purchase Price to be paid in respect of the Equity Commitment Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party and each Commitment Party’s , (b) the prior written consent of each Commitment Party shall be required for any revisions to amendment that would, directly or indirectly modify a Significant Term and (c) the Commitment Schedule. Notwithstanding the foregoing, the Debt Commitment Schedule shall be revised as necessary without requiring a written instrument signed by consent of the Company and the Required any Commitment Parties shall not be required to reflect changes in the composition of the Debt admit any Subsequent Commitment Parties and Debt Commitment Percentage as a result of Transfers permitted parties to this Agreement or to Schedule 1 or Schedule 2 in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 6.1, Section 6.3 Sections 7.1 and Section 6.47.3, the waiver of which shall be governed solely by Article VIVII, the waiver of which shall be governed by their respective terms) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Required Requisite Commitment Parties only by a written instrument executed by the Required Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.