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 Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that 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 (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 amendment to the definition of “Requisite Commitment Parties.” Notwithstanding the foregoing, Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Backstop Parties and Backstop Commitment 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 Sections 7.1 and 7.3, the waiver of which shall be governed solely by Article VII, 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 Requisite Commitment Parties only by a written instrument executed by the 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 Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop 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 Unsubscribed Equity Commitment Shares, or (iii) have a materially adverse and disproportionate effect on such Commitment Party and Party, (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 amendment to that would, directly or indirectly modify a Significant Term and (c) the definition consent of “Requisite Commitment Parties.” Notwithstanding the foregoing, Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite any Commitment Parties shall not be required to reflect changes in the composition of the Backstop admit any Subsequent Commitment Parties and Backstop Commitment Percentages 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 Sections 7.1 and 7.3, the waiver of which shall be governed solely by Article VII, 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 Requisite Commitment Parties only by a written instrument executed by the 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 Requisite Commitment PartiesPlan Sponsors; provided, however, that (a) any Commitment Partyeach Plan Sponsor’s prior written consent shall be required for any amendment that would, directly or indirectlywould have the effect of: (ia) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase increasing the Purchase Price to be paid in respect of the Unsubscribed SharesEmergence Equity Units , (b) modifying such Plan Sponsor’s Purchase Percentage (unless such Plan Sponsor is a Defaulting Plan Sponsor), (c) modifying any terms or provisions of the New Limited Liability Company Agreement, or (iiid) have a materially adverse and disproportionate effect on such Commitment Party and extending the Outside Date beyond an additional ninety (b90) 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 amendment to the definition of “Requisite Commitment Parties.” Notwithstanding the foregoing, Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a result of Transfers permitted 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 Sections Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII, ARTICLE VII and the termination events right set forth in each of Sections 9.2(d), 9.2(f) and 9.2(jSection 9.1(e), the waiver of which shall be governed by their respective termsrequire 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 Requisite Commitment Parties Plan Sponsors only by a written instrument executed by the Requisite Commitment PartiesPlan 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 written instrument signed by the Company Credit Parties and the Requisite Commitment 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, directly or indirectly: , (i) modify such Commitment Backstop Party’s Backstop Commitment Percentage, (ii) increase the Purchase Price to be paid in respect of the Unsubscribed SharesNew 1.5 Lien Notes, or (iii) have a materially adverse and disproportionate effect on such Commitment Party Backstop Party; and (b) the prior written consent of Apollo and each Commitment Backstop Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties.” that would, directly or indirectly, modify a Significant Term. Notwithstanding the foregoing, Schedule 1 2 shall be revised as necessary without requiring a written instrument signed by the Company Credit Parties and the Requisite Commitment Parties Backstop Parties, to reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages 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 Sections 7.1 7.1, 7.2 and 7.37.3 hereof, the waiver and amendment of which shall be governed solely by Article VII, 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 or amended (A) by the Debtors Credit Parties only by a written instrument executed by the Company Credit Parties and (B) by the Requisite Commitment Backstop Parties only by a written instrument executed by the Requisite Commitment 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.