Common use of Execution of Amendments, etc Clause in Contracts

Execution of Amendments, etc. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 shall be binding upon each Lender at the effective time thereof, each future Lender and, if signed by a Credit Party, on such Credit Party). Anything herein to the contrary notwithstanding, to the fullest extent permitted by applicable law, no Defaulting Lender will be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all of the affected Lenders, as required, have approved any such amendment or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Loan Party in any case shall entitle any Credit Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.01 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Loan Party, on such Credit Loan Party). Anything herein to provided that notwithstanding the contrary notwithstanding, to the fullest extent permitted by applicable law, foregoing: (A) no Defaulting Lender will be entitled shall have any right to vote in respect approve or disapprove of amendments any amendment, waiver or consent hereunder (and waivers hereunder and any amendment, waiver or consent which by its terms requires the Commitment and the outstanding Loans consent of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite all Lenders or all each affected Lender may be effected with the consent of the affected applicable Lenders other than Defaulting Lenders), as required, have approved any such amendment or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, except that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal Lender may not be increased or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require extended without the consent of such Defaulting LenderLender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders); (B) no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of adding Permitted Indebtedness that is Secured Indebtedness (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement in connection with joinders and supplements; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable; (C) [reserved]; (D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were the only Class of Lenders hereunder at the time; (E) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (or the Collateral Agent, as applicable) to cure any ambiguity, omission, defect or inconsistency (including amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Collateral Documents, guarantees, intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of New Revolving Loans and otherwise to effect the provisions of Section 2.14, 2.15 or 2.16 or the immediately succeeding paragraph of this Section 10.01, respectively.

Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.5 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Party, on such Credit Party). Anything herein Notwithstanding anything to the contrary notwithstanding, to the fullest extent permitted by applicable lawherein, no Defaulting Lender will be entitled shall have any right to vote in respect approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite all Lenders or all each affected Lender may be effected with the consent of the affected applicable Lenders other than Defaulting Lenders), as required, have approved any such amendment or waiver except that (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend x) the Commitment of such any Defaulting Lender, extend Lender may not be increased or extended without the date fixed for the payment consent of principal or interest owing to such Lender hereunderand (y) any waiver, reduce amendment or modification requiring the principal amount consent of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will a greater extent than other affected Lenders shall require the consent of such Defaulting Lender.

Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand 199 US-DOCS\124480978.17139630401.7 on any Credit Loan Party in any case shall entitle any Credit Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.01 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Loan Party, on such Credit Loan Party). Anything herein to provided that notwithstanding the contrary notwithstanding, to the fullest extent permitted by applicable law, foregoing: (A) no Defaulting Lender will be entitled shall have any right to vote in respect approve or disapprove of amendments any amendment, waiver or consent hereunder (and waivers hereunder and any amendment, waiver or consent which by its terms requires the Commitment and the outstanding Loans consent of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite all Lenders or all each affected Lender may be effected with the consent of the affected applicable Lenders other than Defaulting Lenders), as required, have approved any such amendment or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, except that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal Lender may not be increased or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require extended without the consent of such Defaulting Lender.Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders); (B) no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of adding Indebtedness secured by a Permitted Lien (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement in connection with joinders and supplements; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable; (C) amendments in accordance with Section 3.03 may be effected only with the parties required under Section 3.03; (D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were the only Class of Lenders hereunder at the time; (E) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (or the Collateral Agent, as applicable) to cure any ambiguity, omission, defect or inconsistency (including amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is 200 US-DOCS\124480978.17139630401.7

Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.5 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Party, on such Credit Party). Anything herein Notwithstanding anything to the contrary notwithstanding, to the fullest extent permitted by applicable lawherein, no Defaulting Lender will be entitled shall have any right to vote in respect approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite all Lenders or all each affected Lender may be effected with the consent of the affected applicable Lenders other than Defaulting Lenders), as required, have approved any such amendment or waiver except that (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend x) the Commitment of such any Defaulting Lender, extend Lender may not be increased or extended without the date fixed for the payment consent of principal or interest owing to such Lender hereunderand (y) any waiver, reduce amendment or |US-DOCS\156088095.5|| modification requiring the principal amount consent of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will a greater extent than other affected Lenders shall require the consent of such Defaulting Lender.

Execution of Amendments, etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, supplements, modifications, waivers or consents on behalf of such Lender; provided that, with respect to amendments, supplements, modifications, waivers or consents requiring the approval of a Lender which has notified the Administrative Agent in writing at the time of such amendment, supplement, modification, waiver or consent that it is unable to permit the Administrative Agent to execute on its behalf, the Administrative Agent shall not execute such amendment, supplement, modification, waiver or consent on behalf of such Lender and provided further that any such limitation with respect to such Lender shall not affect the ability of the Administrative Agent to so execute on behalf of any other Lenders or, for the avoidance of doubt, the effectiveness of any amendment, supplement, modification, waiver or consent with respect to which the applicable consents have been received. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Loan Party in any case shall entitle any Credit Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.05 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Partythe Borrowers, on such Credit Party)the Loan Parties. Anything herein Notwithstanding anything to the contrary notwithstanding, to the fullest extent permitted by applicable lawprovided herein, no Defaulting consent of any Lender will shall be entitled required in connection with the making of any amendment to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all any Loan Document of the affected Lenders, as required, have approved type described in Section 2.26 hereof which states in such Section that no consent of any such amendment or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, extend other than the date fixed for the payment of principal applicable Incremental Revolving Loan Lender or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Incremental Term Loan Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderis required.

Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.5 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Party, on such Credit Party). Anything herein Notwithstanding anything to the contrary notwithstandingcontained herein, this Agreement may be amended (or amended and restated) or supplemented by Company, Administrative Agent, Collateral Agent and Lead Arranger (but without the consent of the Requisite Lenders) as provided in Section 2.24 to provide for New Term Loan Commitments and New Term Loans to be made hereunder. Notwithstanding the fullest extent permitted by applicable lawforegoing, no Defaulting Lender will this Agreement may be entitled amended (or amended and restated) with the written consent of the Requisite Lenders, Administrative Agent and Company (a) to vote add one or more additional credit facilities (other than the New Term Loans) to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of amendments and waivers hereunder this Agreement and the Commitment other Credit Documents with the Term Loans and Revolving Loans and the outstanding Loans of such Defaulting Lender hereunder will not be taken into account accrued interest and fees in determining whether the Requisite Lenders or all of the affected Lenders, as required, have approved any such amendment or waiver respect thereof (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, provided that any such amendment or waiver that would increase or extend additional credit facilities may share ratably with the Commitment Term Loans and prior to the Revolving Loans with respect to the required application of repayments and prepayments pursuant to Section 2.15) and (b) to include appropriately the Lenders holding such Defaulting Lendercredit facilities in any determination of the Lenders, extend the date fixed for the payment of principal or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting LenderRequisite Lenders and Requisite Class Lenders (as applicable).

Execution of Amendments, etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, supplements, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. In the case of any waiver, the parties hereto shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Default or Event Default, or impair any right consequent thereon. No notice to or demand on any Credit Loan Party in any case shall entitle any Credit Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.05 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Loan Party, on such Credit Loan Party). Anything herein Notwithstanding anything to the contrary notwithstandingcontained in this Section 10.05, if the Administrative Agent and the Borrower Representative shall have jointly identified an obvious or manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower Representative shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. In addition, notwithstanding anything to the fullest extent permitted by applicable lawcontrary provided herein, no Defaulting consent of any Lender will shall be entitled required in connection with the marking of any amendment to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all any Loan Document of the affected Lenders, as required, have approved type described in Section 2.34 hereof which states in such Section that no consent of any such amendment or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, extend other than the date fixed for the payment of principal or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting applicable Incremental Revolving Loan Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lenderis required.

Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Loan Party in any case shall entitle any Credit Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 10.01 shall be binding upon each Lender at the effective time thereofoutstanding, each future Lender and, if signed by a Credit Loan Party, on such Credit Loan Party). Anything herein to provided that notwithstanding the contrary notwithstanding, to the fullest extent permitted by applicable law, foregoing: (A) no Defaulting Lender will be entitled shall have any right to vote in respect approve or disapprove of amendments any amendment, waiver or consent hereunder (and waivers hereunder and any amendment, waiver or consent which by its terms requires the Commitment and the outstanding Loans consent of such Defaulting Lender hereunder will not be taken into account in determining whether the Requisite all Lenders or all each affected Lender may be effected with the consent of the affected applicable Lenders other than Defaulting Lenders), as required, have approved any such amendment or waiver (and the definition of “Requisite Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, except that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal Lender may not be increased or interest owing to such Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require extended without the consent of such Defaulting LenderLender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders); (B) no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) 264 that is for the purpose of adding Permitted Indebtedness that is Secured Indebtednesssecured by a Permitted Lien (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement in connection with joinders and supplements; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable; (C) [reserved]amendments in accordance with Section 3.03 may be effected only with the parties required under Section 3.03; (D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were the only Class of Lenders hereunder at the time; (E) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent (or the Collateral Agent, as applicable) to cure any ambiguity, omission, defect or inconsistency (including amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Collateral Documents, guarantees, intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of New Revolving Loans and otherwise to effect the provisions of Section 2.14, 2.15 or 2.16 or the immediately succeeding paragraph of this Section 10.01, respectively.