Common use of Lender Consents Clause in Contracts

Lender Consents. Without the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin Rate in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without To the written extent applicable, the Company, the ▇▇▇▇▇▇▇ Block, TTSL and the Purchaser hereby agree and undertake as follows: (a) The Company shall obtain, the Lender Consents prior to Completion, and the Purchaser and the Sellers (as may be reasonably required) agree to aid the Company in making such applications, and to use commercially reasonable endeavours to assist the Company in securing such approvals within sixty (60) days of the Execution Date. (b) On and from the Completion date, those obligations listed in Part C of Schedule III (excluding any guarantee or financial support obligations) imposed on any Seller (such obligations having been given or extended by any of the Sellers in favour of any of the Lenders, in their capacity as shareholders, promoters, sponsors or the like of the Company) under any existing debt facility (including any non-disposal undertaking or obligation to maintain any minimum shareholding) shall be extinguished and replaced and substituted by the Purchaser in their entirety. In this regard, the Purchaser shall be obliged to give all such undertakings and execute all such instruments, documents and deeds as may be required to replace and substitute those obligations listed in Part C of Schedule III (including any non-disposal undertaking or obligation to maintain any minimum shareholding) given or extended by any of the Sellers in favour of any of the Lenders, in their capacity as shareholders, promoters, sponsors or the like of the Company. (c) Neither the Sellers nor the Purchaser shall agree (unless each of the Parties provides its consent in writing) to any changes in the terms or conditions of each the underlying debt facilities, other than to modify any condition requiring the Company to re-issue its preference shares on redemption; (d) Notwithstanding anything to the contrary herein but subject to sub-clause (e) below, nothing shall prevent the Company from repaying (including by way of refinancing) any of the Lenders and securing a discharge of the Indebtedness of such Lender affected therebyprior to Completion without any prepayment penalty or other additional charges (unless the Purchaser provides its consent in writing to incur such penalty or charge) instead of obtaining a Lender Consent from such Lender, no supplementwithout any prior approval of the Purchaser; provided, amendmenthowever, modification, waiver or consent shall: (i) change that the currency, outstanding amount Company does not incur any additional incremental debt (other than by way of refinancing) to pay off any such Lender. (e) If any Lender Consent is not obtained within 90 days from the waiver of Execution Date, TTSL and the Default Margin in ▇▇▇▇▇▇▇ Block shall use commercially reasonable efforts, and cooperate with the determination of Company, to cause the Interest Rate) or required payment date of any payment of principalCompany to refinance the loans provided by such Lenders whose consent is not obtained within the abovementioned period, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, provided that this subsection TTSL and the ▇▇▇▇▇▇▇ Block shall not be obligated to provide any financial support to secure such refinancing. It is clarified that notwithstanding anything contained in sub-clause (d) above, no restrictions in sub-clause (d) above shall apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; refinancing made under this sub-clause (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used thereine); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 12:00 noon (New York City time) on November 15, 2018 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Fourth Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Fourth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Fourth Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Fourth Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 12:00 noon (New York City time) on November 15, 2018 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 12:00 p.m. (New York City time) on June 12, 2025 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Thirteenth Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Thirteenth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Thirteenth Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Thirteenth Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 12:00 p.m. (New York City time) on June 12, 2025 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 12:00 p.m. (New York City time) on October 18, 2024 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Twelfth Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Twelfth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Twelfth Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Twelfth Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 12:00 p.m. (New York City time) on October 18, 2024 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without (a) Each Lender party hereto (it being agreed that all of such Lenders constitute Required Lenders under the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: Credit Agreement) hereby (i) change consents to the currency, outstanding amount Administrative Agent delivering a direction in writing to the Collateral Trustee (other than it being agreed that such direction constitutes an Act of Required Secured Parties under the waiver Collateral Trust Agreement) authorizing and directing the Collateral Trustee to release the liens and security interests on the structures described on Schedule 2 attached hereto pursuant to Section 4.1(a)(3) of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principalCollateral Trust Agreement, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change approves and authorizes the Commitment release of Collateral set forth in the foregoing clause (if any) or Loan Amount of such Lender; i), (iii) release consents to the Lien on any Administrative Agent delivering a direction in writing to the Collateral other than as expressly contemplated by Trustee (it being agreed that such direction constitutes an Act of Required Secured Parties under the terms of this Agreement or any other Transaction Document; Collateral Trust Agreement) authorizing and directing the Collateral Trustee to enter into the CTA Amendment and (iv) change approves the definition terms set forth in such CTA Amendment and consents to the amendments to the Collateral Trust Agreement set forth therein. (b) Notwithstanding Sections 2.05 or 2.13 of the Credit Agreement, each Lender party hereto hereby (i) agrees that the Borrower shall be permitted to make a voluntary prepayment of the 2018 Refinancing Term Loans in an aggregate amount not to exceed $46,005,937.47 on a non-pro rata basis (the “Interest RateFourth Amendment Prepayment Amount”), “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or and the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right full amount of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant prepayment shall be applied solely to the provisions 2018 Refinancing Term Loans funded by the Additional Refinancing Term Lender on the Amendment No. 4 Effective Date, (ii) consents to the non-pro rata payment set forth in the foregoing clause (i), and (iii) agrees that the notice requirement under Section 2.05 of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that Credit Agreement requiring three Business Days prior notice for prepayment of Eurrocurrency Rate Loans is a Conduit Lender); or (x) modify this Section 9.01deemed satisfied.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 3:00 p.m. (New York City time) on December 12, 2017 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Third Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Third Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Third Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Third Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 3:00 p.m. (New York City time) on December 12, 2017 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 12:00 p.m. (New York City time) on January 15, 2026 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Fourteenth Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Fourteenth Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Fourteenth Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Fourteenth Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 12:00 p.m. (New York City time) on January 15, 20261 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without If any Lender under the written Existing Credit Agreement has failed to consent to this Amendment prior to 11:00 a.m. (New York City time) on March 15, 2024 (each such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so consented, then the Borrowers shall exercise their rights, effective as of the Eleventh Amendment Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender affected therebyin accordance with Section 9.02(e) of the Existing Credit Agreement, no supplementand each such Non-Consenting Lender, amendment, modification, waiver or consent shall: upon receipt of an amount equal to the sum of (i) change the currency, outstanding principal amount (other than the waiver of the Default Margin in the determination outstanding Term Loans of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply such Non-Consenting Lender immediately prior to the waiver effectiveness of this Amendment (but, for the avoidance of doubt, without any Default or Event of Defaultprepayment premium thereon), even if the foregoing would have such an effect; (ii) change all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Commitment (if any) or Loan Amount Borrowers under the Existing Credit Agreement to and including the Eleventh Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of such Lender; the Existing Credit Agreement, and (iii) release an amount, if any, equal to the Lien payment which would have been due to such Non-Consenting Lender on any Collateral other than as expressly contemplated by the terms Eleventh Amendment Date under Section 2.16 of this the Existing Credit Agreement or any other Transaction Document; (iv) change had the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right Loans of such Non-Consenting Lender been prepaid on the Eleventh Amendment Date rather than sold to institute the replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Amendment by delivering a suit or take other action against signature page hereto prior to 11:00 a.m. (New York City time) on March 15, 2024 (each such assignee Lender, to the Borrower extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto hereby waives any requirement of the Borrowers to collect the indebtedness owed deliver any notice to it Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 9.02(e) of the provisions of this Existing Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

Lender Consents. Without the written consent of each Lender affected thereby, which consent Administrative Agent shall request from such Lender (but which consent shall be in such Lender’s sole discretion), no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Drawn Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Alternate Base Rate”, “Amortization Rate”, “Class A Advance Rate”, “Class A Borrowing Base”, “Class A Borrowing Base Deficiency”, “Class A Interest Rate”, “Class A Unused Fee”, “Class A Used Fee”, “Class B Advance Rate”, “Class B Borrowing Base”, “Class B Borrowing Base Deficiency”, “CP Rate”, “Default Rate”, “Upfront Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base DeficiencyParticipation”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” ”, or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenderssuch Lender; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (xix) modify this Section 9.0110.01.

Lender Consents. Without Each Lender party hereto (it being agreed that all of such Lenders constitute Required Lenders under the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: Credit Agreement) hereby (i) change approves the currency, outstanding amount (other than terms set forth herein and consents to the waiver execution and delivery of the Default Margin (u) the Security Agreement Amendment No. 3 as set forth in the determination document attached as Exhibit A hereto on the Eighth Amendment Effective Date, (v) the Wilpinjong Collateral Trust Agreement as set forth in the document attached as Exhibit B hereto on the Eighth Amendment Effective Date, (w) the Wilpinjong Security Agreement as set forth in the document attached as Exhibit C hereto on the Eighth Amendment Effective Date; (x) the Mortgages or amendments or other supplements to the Mortgages delivered by the Borrowers to the Collateral Trustee pursuant to the Collateral Trust Agreement (the “Additional Mortgages”); (y) the Form of the Interest RateNew Gibraltar Pledge Agreement as set forth in the document attached as Exhibit D hereto; and (z) or required payment date the Deed of any payment Confirmation of principal, interest, fee or other Obligation due hereunder or under any other Transaction DocumentExisting Security Relating to Shares in Peabody Investments (Gibraltar) Limited set forth in the document attached as Exhibit E hereto; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; and (ii) change consents to the Commitment Administrative Agent delivering a direction in writing to the Collateral Trustee (if anyit being agreed that such direction constitutes an Act of Required Secured Parties under the Collateral Trust Agreement) or Loan Amount of such Lender; authorizing and directing the Collateral Trustee to execute and deliver (iiiu) release the Lien Security Agreement Amendment No. 3 as set forth in the document attached as Exhibit A hereto on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”Eighth Amendment Effective Date, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent ofWilpinjong Collateral Trust Agreement as set forth in the document attached as Exhibit B hereto on the Eighth Amendment Effective Date, or provides certain rights or powers to, (w) the Majority LendersWilpinjong Security Agreement as set forth in the document attached as Exhibit C hereto on the Eighth Amendment Effective Date; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this the Additional Mortgages; (y) the Form of the New Gibraltar Pledge Agreement as set forth in the document attached as Exhibit D hereto on or after the Eighth Amendment Effective Date; and (z) the Deed of Confirmation of Existing Security Relating to Shares in Peabody Investments (Gibraltar) Limited set forth in the document attached as Exhibit E hereto. For the avoidance of doubt, the Collateral Trustee or the Wilpinjong Collateral Trustee, as applicable, shall be authorized to execute and deliver any document delivered by the Borrowers, PIC AU Holdings LLC and PIC AU Holdings Corporation in accordance with the Collateral Trust Agreement or the Wilpinjong Collateral Trust Agreement, as applicable, whether on or after the Eight Amendment Effective Date. Each Lender party hereto further consents to the Administrative Agent delivering a direction in writing to the Collateral Trustee (it being agreed that such direction constitutes an Act of Required Secured Parties under the Collateral Trust Agreement), on or after the Eighth Amendment Effective Date, authorizing and directing the Collateral Trustee, and the Administrative Agent hereby does authorize and direct the Collateral Agent, to amend Section 9.012.4(a) of the Wilpinjong Collateral Trust Agreement by deleting the reference to “24” appearing therein and replacing such reference to “48,” and the Lenders and the Administrative Agent (each as defined in the LC Agreement) shall be third party beneficiaries of such consent.

Lender Consents. Without 2.1 Each Lender that, on or prior to 5:00 p.m. (New York time) on April 16, 2014 (as such time and date may be extended by the written Administrative Agent with the consent of each Lender affected therebythe Borrower, no supplementthe “Consent Due Date”), amendment, modification, waiver or consent shall: has executed and delivered to the Administrative Agent a Consent to Third Amendment substantially in the form attached hereto as Annex II (ithe “Consent”) change the currency, outstanding amount (other than the waiver shall have consented to this Amendment with respect to 100% of the Default Margin outstanding principal amount of the Term Loan held by such Lender (or such lesser amount specified by such Lender in its Consent) under and as defined in the determination of Existing Credit Agreement or such lesser amount as set forth on the Interest Rateapplicable Consent. 2.2 In the event that Lenders constituting the Requisite Lenders have consented to this Amendment, but less than all Lenders have consented to this Amendment, then only (a) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply the amendment described in Section 1.2 above and (b) the amendments to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of definitions “Interest Adjusted Eurodollar Rate”, “Unused FeeApplicable Margin”, “Majority LendersAvailable Cash”, “Eligible ReceivableReplacement Revolving Facility Agent”, “Borrowing Base DeficiencyRevolving Credit Agreement” (solely with respect to the insertion of “or any replacement intercreditor agreement in accordance with Section 6.1(m)” therein), “Third Amendment”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Third Amendment Effective Date” and “Tronox Bahamas” and the amendments to Sections 2.8(c), 4.4, 5.10(b), 5.12(a), 6.1(l), 6.1(m)(i), 6.1(m)(E), 6.2, 6.6(f), 8.1(m), and 9.2 of the Existing Credit Agreement, in each case, as set forth in Annex I attached hereto, shall become effective upon the Third Amendment Effective Date. 2.3 Each Lender party hereto hereby authorizes the Administrative Agent and the Collateral Agent to enter into any other Credit Documents or “Required Reserve Account Deposit Amount” (any amendments, amendments and restatements, reaffirmations or modifications with respect thereto, in each case as necessary to reflect the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant amendments to the provisions of this Existing Credit Agreement set forth herein and in the Amended Credit Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.