Common use of 1Amendment Clause in Contracts

1Amendment. No modification of a Loan Document shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, that: (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2, 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2 and excluding (A) any waiver of the Default Rate of interest and (B) any ESG-Related Pricing Adjustment constituting a reduction not to exceed 0.05% with respect to the Applicable Margin or 0.01% with respect to each of the U.S. Unused Line Fee Rate and U.K. Unused Line Fee Rate; (iii) extend the Maturity Date, U.S. Commitment Termination Date or U.K. Commitment Termination Date, applicable, to such Lender’s Obligations; or (iv) amend this clause (c); and (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing ​ of payments otherwise required hereunder; (ii) alter this Section 14.1.1; (iii) amend the definition of (A) Pro Rata, (B) Required Lenders, or (C) U.K. Borrowing Base, U.S. Borrowing Base, U.K. Unbilled Accounts Formula Amount, U.S. Unbilled Accounts Formula Amount, U.K. Billed Accounts Formula Amount or U.S. Billed Accounts Formula Amount (or any defined term used in such definitions) if the effect of such amendment is to increase borrowing availability; (iv) subordinate, or have the effect of subordinating, all or substantially all of the Obligations hereunder to any other Debt or other obligation; (v) subordinate, or have the effect of subordinating, all or substantially all of the Liens securing the Obligations to Liens securing any other Debt or other obligation; (vi) release all or substantially all Collateral; (vii) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (viii) change any Loan Document provision requiring consent or action by all Lenders.

1Amendment. No modification of a Loan (a) This Agreement and any other Parity Lien Security Document shall may be effective without amended, waived or supplemented only by writing executed by the prior written agreement of Agent (with applicable Obligor, the consent of Required Lenders) Collateral Trustee, and each Obligor party to such Loan Document; providedParity Lien Representative, provided that, any amendment, waiver or supplement that has the effect solely of: (ai) without adding or maintaining Collateral, securing additional Parity Lien Debt that was otherwise permitted by the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2, 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent terms of each affected LenderParity Lien Document to be secured by the Collateral or preserving, including a Defaulting Lenderperfecting or establishing the Liens thereon or the rights of the Collateral Trustee therein, no modification shall (i) increase the Commitment of such Lender; or (ii) reduce providing for the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2 and excluding (A) any waiver assumption of the Default Rate Company’s obligations under any Parity Lien Document in the case of interest and (B) any ESG-Related Pricing Adjustment constituting a reduction not to exceed 0.05% with respect to the Applicable Margin merger or 0.01% with respect to each consolidation or sale of the U.S. Unused Line Fee Rate and U.K. Unused Line Fee Rate; (iii) extend the Maturity Date, U.S. Commitment Termination Date or U.K. Commitment Termination Date, applicable, to such Lender’s Obligations; or (iv) amend this clause (c); and (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing ​ of payments otherwise required hereunder; (ii) alter this Section 14.1.1; (iii) amend the definition of (A) Pro Rata, (B) Required Lenders, or (C) U.K. Borrowing Base, U.S. Borrowing Base, U.K. Unbilled Accounts Formula Amount, U.S. Unbilled Accounts Formula Amount, U.K. Billed Accounts Formula Amount or U.S. Billed Accounts Formula Amount (or any defined term used in such definitions) if the effect of such amendment is to increase borrowing availability; (iv) subordinate, or have the effect of subordinating, all or substantially all of the Obligations hereunder properties or assets of such Obligor to the extent permitted by the terms of each Parity Lien Document; will become effective when executed and delivered by the applicable Obligor party thereto and, if required for effectiveness pursuant to its terms, the Collateral Trustee. (b) The Collateral Trustee will not enter into any other Debt amendment, waiver or other obligation; (v) subordinate, or have supplement of any Parity Lien Security Document unless it has received an Officers’ Certificate to the effect that such amendment, waiver or supplement will not result in a breach of subordinating, all any provision or substantially all covenant contained in this Agreement or any of the Liens securing Parity Lien Documents. Prior to executing any amendment, waiver or supplement pursuant to this Section 8.1, the Obligations Collateral Trustee will be entitled to Liens securing any other Debt receive an opinion of counsel of the Company to the effect that the execution of such document is authorized or other obligation; permitted 135376969.9 55 ​ ▇▇▇▇▇▇▇▇▇, and with respect to amendments adding Collateral, an opinion of counsel of the Company addressing customary creation and perfection (vi) release all or substantially all Collateral; (vii) except in connection with a mergerwhich opinion may be subject to customary assumptions, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (viii) change any Loan Document provision requiring consent or action by all Lendersqualifications and exceptions).

1Amendment. No modification Modification of a Loan Document shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, that: (a) without the prior written consent of Agent, no modification Modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification Modification shall alter Section 2.2, 2.3 2.2 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification Modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2 and excluding (A) any waiver of the Default Rate of interest and (B) any ESG-Related Pricing Adjustment constituting a reduction not to exceed 0.05% with respect to the Applicable Margin or 0.01% with respect to each of the U.S. Unused Line Fee Rate and U.K. Unused Line Fee Rateinterest); (iii) extend the Maturity Date, U.S. Commitment Termination Date or U.K. Commitment Termination Date, applicable, applicable to such Lender’s Obligations; (iv) change Section 5.5.2 or any other provision hereof in a manner that alters the ratable reduction of Commitments or the pro rata sharing of payments; or (ivv) amend this clause (c); and; (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification Modification shall (i) alter Section 5.5.2 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing ​ of payments otherwise required hereunder; (ii) alter this Section 14.1.1; (iiiii) amend the definition of (A) Pro Rata, (B) Required Lenders, or (C) U.K. Borrowing Base, U.S. Borrowing Base, U.K. Unbilled Accounts Formula Amount, U.S. Unbilled Accounts Formula Amount, U.K. Billed Accounts Formula Amount or U.S. Billed Accounts Inventory Formula Amount (or any defined term used in such definitions) if the effect of such amendment is to increase borrowing availability; (iviii) subordinate, or have the effect of subordinating, all or substantially all of the Obligations hereunder to any other Debt or other obligation; (viv) subordinate, or have the effect of subordinating, all or substantially all of the Liens on the ABL Priority Collateral securing the Obligations to Liens securing any other Debt or other obligationobligation (other than to Purchase Money Liens securing Purchase Money Debt permitted pursuant to Section 10.2.1(f)); (viv) except in connection with Full Payment or Section 11, release all or substantially all Collateral; (viivi) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (viiivii) change any Loan Document provision requiring consent or action by all Lenders; and (e) if Real Estate secures any Obligations, no Modification of a Loan Document shall add, increase, renew or extend any credit line hereunder until the completion of flood diligence and documentation as required by Flood Laws or as otherwise reasonably satisfactory to all Lenders. ​ 14.1. 2Limitations. Notwithstanding anything in any Loan Document to the contrary, Agent may, in consultation with Borrower Agent make or adopt Conforming Changes from time to time and any amendment or notice implementing such changes will become effective without further action or consent of any other party; provided, that Agent shall post or otherwise provide same to Borrowers and Lenders reasonably promptly after it becomes effective. No agreement of any Obligor shall be required for any Modification of a Loan Document that deals solely with the rights and duties of Lenders, Issuing Bank and/or Agent as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for Modification of such agreement, and no Secured Bank Product Provider (in such capacity) shall have any right to consent to Modification of any Loan Document. Any waiver or consent granted by Agent, Issuing Bank or Lenders hereunder shall be effective only if in writing and only for the matter specified. Each Lender irrevocably authorizes the Agent of its behalf, and without further consent of any Lender (but with the consent of Borrowers and the Agent), to amend and restate this Agreement and other Loan Documents if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have been terminated, such Lender shall have no other commitment or other obligation hereunder and shall have be paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents.