Common use of Affected Holders’ Consent Clause in Contracts

Affected Holders’ Consent. Without the written consent of each Holder that would be directly affected thereby, no amendment, modification or consent shall be effective if the effect thereof would: (i) reduce the principal of the Notes or waive or postpone scheduled final maturity of the Notes or waive, postpone or reduce any fixed and scheduled repayment of the Notes (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Notes shall not constitute a postponement of any date scheduled for the payment of principal or interest); (ii) subject to Section 2.14(b), (A) reduce the rate of interest on any Note of, or the amounts of fees payable to, such Holder, (B) extend the time for payment of any such interest or fees to such Holder or (C) waive any interest or fee payable hereunder to such Holder (provided that the application of the Default Rate pursuant to Section 2.06(c) may be reduced, extended or waived by the Specified Holders); (iii) extend or increase the Commitment of such Holder (it being understood that a waiver of any condition precedent or of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Holder); (iv) release all or substantially all the Guarantors from the Guaranty; (v) amend, modify, terminate or waive any provision of Section 2.10(f), Section 2.10(g), Section 2.11, Section 8.03, or this Section 11.05 (other than Section 11.05(b)); (vi) amend the definition of “Requisite Holders” or “Pro Rata Share”; or (vii) subordinate the Obligations in right of payment to any other Debt for borrowed money.

Affected Holders’ Consent. Without In addition to the consents required by 11.5(a), without the written consent of each Holder (other than any Affiliated Holder in the case of clauses (vii) through (x) below only) that would be directly affected thereby, no amendment, modification modification, termination, waiver or consent shall be effective if the effect thereof would: (i) reduce extend the principal of the Notes or waive or postpone scheduled final maturity of the Notes or waive, postpone or reduce any fixed and scheduled repayment Note of the Notes (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Notes shall not constitute a postponement of any date scheduled for the payment of principal or interest)such Holder; (ii) subject to Section 2.14(b)waive, reduce or postpone any scheduled repayment due such Holder (Aincluding, without limitation, the payment of the Make-Whole Amount and Liquidated Damages; (iii) reduce the rate of interest or Additional Amounts on any Note of, of such Holder (other than any amendment to the definition of “Default Rate” (which may be effected by consent of the Requisite Holders) and any waiver of any increase in the interest rate applicable to any Note pursuant to Section 2.8) or the amounts of fees any fee payable to, such Holder, hereunder; (Biv) extend the time for payment of any such interest interest, Additional Amounts or fees to such Holder or (C) waive any interest or fee payable hereunder to such Holder (provided that the application of the Default Rate pursuant to Section 2.06(c) may be reduced, extended or waived by the Specified Holders); (iii) extend or increase the Commitment of such Holder (it being understood that a waiver of any condition precedent or of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Holder); (iv) release all or substantially all the Guarantors from the Guaranty; (v) reduce the principal amount of or previously accrued interest on any Note; (vi) amend, modify, terminate or waive any provision of Section 2.10(f), Section 2.10(g), Section 2.11, Section 8.03, or this Section 11.05 (other than 11.5(b) or Section 11.05(b)11.5(c); (vivii) amend the definition of “Requisite Holders” or “Pro Rata Share”; (viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; (ix) consent to the assignment or transfer by any Co-Issuer of any of its rights and obligations under any Credit Document (other than the Registration Rights Agreement); (x) increase any Note Commitment of any Purchaser over the amount thereof then in effect; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default after the Effective Date shall constitute an increase in any Note Commitment of any Purchaser; (xi) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to any Note; or (viixii) subordinate impair the Obligations in right of payment the Holders of the Notes to convert any Note as provided in Section 10 or reduce the number of shares of Common Stock or other Debt for borrowed moneyconsideration due upon conversion, except as otherwise contemplated by Section 10; provided, however, that the Fee Letter may be amended or modified, or the rights or privileges thereunder waived, in a writing executed only by the parties thereto.