Common use of With Consent of the Lenders Clause in Contracts

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoing, without the consent of each Lender of an affected Loan, no amendment may: (i) reduce the principal amount of such Loans, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid, (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreement, (vii) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either Borrower or any Guarantor, (viii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders. Without the consent of Lenders holding at least 66.67% of the sum of all outstanding Loans, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect to the Loans.

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each Lender of an affected Loanoutstanding Loan affected, no an amendment maymay not: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) reduce the principal of or change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment the repayment of any Loan or change the time at which any such premium must Loan may be paidrepaid in accordance with Section 10.6, (v) waive a Default or Event of Default make any Loan payable in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration);any currency other than Dollars, (vi) make any Loan payable change in money other than that stated in Section 12.4 or 12.7 or the second sentence of this AgreementSection 14.1(b), (vii) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either the Borrower or any Guarantor,, or (viii) impair modify the right of Guarantees in any Lender manner materially adverse to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for Lenders (other than the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal release of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor Guarantee from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition Parent of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the LendersBorrower). Without It shall not be necessary for the consent of the Lenders holding at least 66.67% under this Section 14.1(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the sum of all outstanding Loanssubstance thereof. After an amendment under this Section 14.1(b) becomes effective, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect Administrative Agent shall provide to the LoansLenders a notice briefly describing such amendment. The failure to give such notice to all Lenders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 14.1(b).

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders), and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders). Notwithstanding the foregoing, without the consent of each Lender of an affected Loan, no amendment may, directly or indirectly: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of of, or extend the time for payment of interest on on, any Loan, (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate under Section 2.08(c), or amend Section 2.08(c)), (iii) reduce the principal of or change the Stated Maturity stated maturity of any LoanLoan (it being understood that a waiver, deferral, reduction or other adjustment to a mandatory prepayment under Section 2.06 shall only require the consent of the Required Lenders), (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid,[Reserved]; (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreement, (vi) increase the Commitment of any Lender; (vii) waive, amend or modify the provisions of Section 2.19 or Section 7.02 in a manner that would alter the pro rata sharing of payments or application of payments required thereby or otherwise waive, amend or modify any similar provision in any other Loan Document in a manner that affects the ratable treatment of Lenders with respect to payments (except in connection with a transaction permitted by Section 9.06(b) or 9.07); (viii) expressly subordinate the Loans (or Liens securing the Loans) or any related Guarantee to any other Indebtedness (or Lien, as the case may be) of either the Borrower or any GuarantorGuarantor or, except as provided by operation of law and otherwise permitted hereunder, amend or modify (or consent to the amendment or modification of) the Superpriority Claims status of the Loans as set forth in Section 6.12 or under any Loan Document, (viiiix) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such LenderXxxxxx’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such LenderXxxxxx’s Loans; Loans (ix) waive other than as a mandatory prepayment under Section 2.06, except for a withdrawal result of a Lender’s election for payment waiving the applicability of any post-default increase in accordance with Section 2.06.interest rates), (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof expressly specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document Document, (xi) release all or make any determination substantially all of the value of the Guarantees or grant any consent hereunder release all or under any other Loan Documentsubstantially all of the Collateral, without the prior written consent of in each Lender adversely affected therebycase, whether in one or more transactions, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements Orders or this Agreement that would adversely affect the Lenders. Without ; provided that no amendment, waiver or other modification of any provision of any Loan Document in a manner that directly and adversely affects the Administrative Agent or the Collateral Agent shall be effective without the written consent of Lenders holding at least 66.67% of the sum of all outstanding Loansthen-current Administrative Agent and Collateral Agent, no amendment as applicable, or waiver may release all any other former or substantially all of the Collateral from the Lien of the Collateral Agreements with respect current Agent to the Loanswhom Article VIII then applies.

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each Lender of an affected Loanoutstanding Loan affected, no an amendment maymay not: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) reduce the principal of or change the Stated Maturity of any Loan (provided that amendments or waivers relating to the automatic extension on the Initial Maturity Date shall not be deemed to be a change in Stated Maturity of any Initial Loan), (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid, (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money any currency other than that stated in this AgreementDollars, (viiv) make any change in Section 12.4 or 12.7 or the second sentence of this Section 14.1(b), or (vi) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either the Borrower or any Guarantor, (viii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit . It shall not be necessary for the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders. Without the consent of the Lenders holding at least 66.67% under this Section 14.1(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the sum of all outstanding Loanssubstance thereof. After an amendment under this Section 14.1(b) becomes effective, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect Administrative Agent shall provide to the LoansLenders a notice briefly describing such amendment. The failure to give such notice to all Lenders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 14.1(b).

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each Lender of an affected Loanoutstanding Loan affected, no an amendment maymay not: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) reduce the principal of or change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment the repayment of any Loan or change the time at which any such premium must Loan may be paidrepaid in accordance with Section 5.2(a) or 10.6, (v) waive a Default or Event of Default make any Loan payable in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration);any currency other than Dollars, (vi) make any Loan payable change in money other than that stated in Section 12.4 or 12.7 or the second sentence of this AgreementSection 14.1(b), (vii) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either the Borrower or any Guarantor,, or (viii) impair modify the right of Guarantees in any Lender manner materially adverse to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for Lenders (other than the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal release of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor Guarantee from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition Parent of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the LendersBorrower). Without It shall not be necessary for the consent of the Lenders holding at least 66.67% under this Section 14.1(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the sum of all outstanding Loanssubstance thereof. After an amendment under this Section 14.1(b) becomes effective, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect Administrative Agent shall provide to the LoansLenders a notice briefly describing such amendment. The failure to give such notice to all Lenders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 14.1(b).

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoing, without the consent of each Lender of an affected Loan, no amendment may: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) reduce the principal of or change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid, (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreement, (viivi) expressly subordinate the Loans or any related Subsidiary Guarantee to any other Indebtedness of either the Borrower or any Subsidiary Guarantor, (viiivii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans;, (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xiviii) make any change in Section 7.04 or to the second sentence of this Section 10.01(b9.01(b) or the definition of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xiiix) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders. Except as expressly provided by this Agreement or the Security Documents, without the consent of Lenders holding at least 66.67% of the sum of all outstanding Loans and unused Commitments, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the Lenders. Without the consent of Lenders holding at least 66.67% of the sum of all outstanding LoansLoans and unused Commitments, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements Security Documents with respect to the Loans. It shall not be necessary for the consent of the Lenders under this Section 9.01(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.01(b) becomes effective, the Borrower shall notify the Administrative Agent of such amendment. The failure to give such notice to the Administrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01(b).

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required LendersLenders (except that the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto (without the need for the consent of any other party hereto). Notwithstanding the foregoing, without the consent of each Lender of an affected Loan, no amendment may: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of of, or extend the time for payment of interest on on, any Loan, (iii) reduce the principal of or change the Stated Maturity stated maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid,; (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreement, (viivi) expressly subordinate the Loans (or Liens securing the Loans) or any related Guarantee to any other Indebtedness (or Lien, as the case may be) of either the Borrower or any GuarantorGuarantor or, except as provided by operation of law and otherwise permitted hereunder, amend or modify (or consent to the amendment or modification of) the Superpriority Claims status of the Loans as set forth in Section 6.05 or under any Loan Document, (viiivii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans;Loans (other than as a result of waiving the applicability of any post-default increase in interest rates), (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xiviii) make any change in Section 7.04 or to the second sentence of this Section 10.01(b9.01(b) or the definition of the term “Required Lenders,” or any other provision hereof expressly specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document Document, (ix) release all or make any determination substantially all of the value of the Guarantees or grant any consent hereunder release all or under any other Loan Documentsubstantially all of the Collateral, without the prior written consent of in each Lender adversely affected therebycase, whether in one or more transactions, or (xiix) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements Orders or this Agreement that would adversely affect the Lenders. Without ; provided further that no amendment, waiver or other modification of any provision of any Loan Document in a manner that directly and adversely affects the Administrative Agent or the Collateral Agent shall be effective without the written consent of Lenders holding at least 66.67% of the sum of all outstanding Loansthen-current Administrative Agent and Collateral Agent, no amendment as applicable, or waiver may release all any other former or substantially all of the Collateral from the Lien of the Collateral Agreements with respect current Agent to the Loanswhom Article VIII then applies.

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each Lender of an affected Loanoutstanding Loan affected, no an amendment maymay not: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) reduce the principal of or change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid, (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreementsuch Loan, (viiv) make any change in Section 12.4 or 12.7 or the second sentence of this Section 14.1(b), or (vi) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either the Borrower or any Guarantor, (viii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit . It shall not be necessary for the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders. Without the consent of the Lenders holding at least 66.67% under this Section 14.1(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the sum of all outstanding Loanssubstance thereof. After an amendment under this Section 14.1(b) becomes effective, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect Administrative Agent shall provide to the LoansLenders a notice briefly describing such amendment. The failure to give such notice to all Lenders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 14.1(b).

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each Lender of an affected Loanoutstanding Loan affected, no an amendment maymay not: (i1) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, supplement or waiver, (ii2) reduce the principal of or change the Maturity of any such Loan or alter or waive the provisions with respect to the repayment of the Loans (other than Sections 10.7 and 10.9), (3) reduce the rate of or extend change the time for payment of interest on any Loan, (iii) change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid, (v4) waive a Default or Event of Default in the payment of principal ofof or premium, if any, or interest or premium on, on the Loans (issued under this Agreement, except a rescission of acceleration of the Loans by the Required Lenders of at least a majority in aggregate principal amount of the Loans and a waiver of the payment default that resulted from such acceleration);, or in respect of a covenant or provision contained in this Agreement or any guarantee which cannot be amended or modified without the consent of all Lenders, (vi5) make any Loan payable in money other than that stated in this Agreementthe Loans, (vii6) expressly subordinate make any change in Section 14.1(b) or the Loans rights of Lenders to receive payments of principal of or any related Guarantee to any other Indebtedness of either Borrower premium, if any, or any Guarantorinterest on the Loans, (viii7) make any change in these amendment and waiver provisions, or (8) impair the right of any Lender to receive payment of principal of of, or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders. Without the consent of Lenders holding at least 66.67% of the sum of all outstanding Loans, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect to the Loans.

With Consent of the Lenders. The Administrative Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each affected Lender of Loans outstanding, an affected Loan, no amendment maymay not: (i) reduce the principal amount of such Loansthe Loans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loanthe Loans, (iii) reduce the principal of or change the Stated Maturity of any Loanthe Loans, (iv) reduce the premium payable (if any) upon the prepayment of any Loan the Loans or change the time at which any such premium must the Loans may be paidprepaid in accordance with Section 2.14, (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreement, (viivi) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either Borrower or any GuarantorIndebtedness, (viiivii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans;, or (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xiviii) make any change in Section Sections 7.04 or to 7.07 or the second sentence of this Section 10.01(b9.01(b) or the definition of the term terms “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Documenthereunder, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the Lenders. Without It shall not be necessary for the consent of the Lenders holding at least 66.67% under this Section 9.01(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the sum substance thereof. After an amendment under this Section 9.01(b) becomes effective, the Borrower shall notify the Administrative Agent of all outstanding Loans, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect such amendment. The failure to give such notice to the LoansAdministrative Agent, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01(b).

With Consent of the Lenders. The Administrative Borrower Borrowers and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoing, without the consent of each Lender of an affected Loan, no amendment may: (i) reduce the principal amount of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of of, or extend the time for payment of interest on on, any Loan, (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the default rate under Section 2.06(b), or amend Section 2.06(b)), (iii) reduce the principal of or change the Stated Maturity date of any LoanLoan or postpone any other date fixed by this Agreement or any other Loan Document for any payment of principal, fees or other amounts due to such Lender hereunder or under such Loan Document, (iv) reduce the premium payable (if any) upon prepayment of any Loan or change the time at which any such premium must be paid,; (v) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration); (vi) make any Loan payable in money other than that stated in this Agreement, (viivi) expressly subordinate the Loans or any related Subsidiary Guarantee to any other Indebtedness of either Borrower the Borrowers or any Guarantor,; (viiivii) impair the right of any Lender to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Lender’s Loans;Loans (other than as a result of waiving the applicability of any post-default increase in interest rates), (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xiviii) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition of the term “Required Lenders,” or any other provision hereof expressly specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document Document, (ix) release all or make any determination substantially all of the value of the Subsidiary Guarantees or grant any consent hereunder release all or under any other Loan Documentsubstantially all of the Collateral, without the prior written consent of in each Lender adversely affected therebycase, whether in one or more transactions, or (xiix) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements Agreement or this Agreement that would adversely affect the Lenders. Without Lenders or otherwise alter the pro rata sharing of payments required thereby; provided further that no amendment, waiver or other modification of any provision of any Loan Document shall be effective without the written consent of Lenders holding at least 66.67% of the sum of all outstanding Loansthen-current Administrative Agent and, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect to clauses (ix) and (x) above, the Loansthen-current Collateral Trustee, as applicable, or any other former or current Agent to whom Article IX then applies.

With Consent of the Lenders. The Administrative Borrower Borrower, Holdings and the Administrative Agent may amend this Agreement and the other Loan Documents with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders. Notwithstanding the foregoingHowever, without the consent of each Lender of an affected Loanoutstanding Loan affected, no an amendment maymay not: (i) reduce the aggregate principal amount at maturity of such LoansLoans whose Lenders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Loan, (iii) reduce the principal or Accreted Value, as the case may be, of or change the Stated Maturity of any Loan, (iv) reduce the premium payable (if any) upon prepayment the repayment of any Loan or change the time at which any such premium must Loan may be paidrepaid in accordance with Section 10.6, (v) waive a Default or Event of Default make any Loan payable in the payment of principal of, or interest or premium on, the Loans (except a rescission of acceleration of the Loans by the Required Lenders and a waiver of the payment default that resulted from such acceleration);any currency other than Dollars, (vi) make any Loan payable change in money other than that stated in Section 12.4 or 12.7 or the second sentence of this AgreementSection 14.1(b), (vii) expressly subordinate the Loans or any related Guarantee to any other Indebtedness of either the Borrower or any Guarantor,, or (viii) impair modify the right of Guarantees in any Lender manner materially adverse to receive payment of principal of or premium, if any, and interest on such Lender’s Loans on or after the due dates therefor or to institute suit for Lenders (other than the enforcement of any payment on or with respect to such Lender’s Loans; (ix) waive a mandatory prepayment under Section 2.06, except for a withdrawal release of a Lender’s election for payment in accordance with Section 2.06. (x) release any Guarantor Guarantee from any of its obligations under its Guarantee or the Loan Documents, except in accordance with the terms of this Agreement; (xi) make any change in Section 7.04 or to the second sentence of this Section 10.01(b) or the definition Parent of the term “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or under any other Loan Document, without the prior written consent of each Lender adversely affected thereby, or (xii) make any change in the provisions dealing with the application of proceeds of Collateral in the Intercreditor Agreements or this Agreement that would adversely affect the LendersBorrower). Without It shall not be necessary for the consent of the Lenders holding at least 66.67% under this Section 14.1(b) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the sum of all outstanding Loanssubstance thereof. After an amendment under this Section 14.1(b) becomes effective, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Collateral Agreements with respect Administrative Agent shall provide to the LoansLenders a notice briefly describing such amendment. The failure to give such notice to all Lenders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 14.1(b).