Common use of Amendments or Waiver Clause in Contracts

Amendments or Waiver. ‌ (a) Any amendment to this Agreement or waiver of rights under this Agreement requires prior written consent of the Standby Account Bank and, subject to Section 7.02 of the Security Agreement, any amendment to this Agreement or waiver of rights under this Agreement will also require the prior written consent of each other party to this Agreement. (b) Each proposed amendment, modification, variation or waiver of rights under this Agreement that is considered by the Guarantor to be a material amendment, modification, variation or waiver of rights under this Agreement, shall be subject to satisfaction of the Rating Agency Condition. For certainty, any amendment to (a) the definition of “Standby Account Bank Ratings” that (i) lowers the ratings specified therein, or (ii) changes the applicable rating type, in each case as provided for in this Agreement, or (b) the consequences of breaching a Standby Account Bank Rating, or changing the applicable rating type, provided for in this Agreement that makes such consequences less onerous, shall, with respect to each affected Rating Agency only, be deemed to be a material amendment and shall be subject to confirmation of the satisfaction of the Rating Agency Condition from each affected Rating Agency. The Guarantor (or the Cash Manager on its behalf) shall deliver notice to the Rating Agencies from time to time of any amendment, modification, variation or waiver of rights under this Agreement for which satisfaction of the Rating Agency Condition is not required, provided that failure to deliver such notice shall not constitute a breach of the obligations of the Guarantor under this Agreement. (c) For greater certainty, this Agreement may only be amended or the rights hereunder waived by written agreement between the parties hereto and any failure or delay by a party hereto in enforcing, or insisting upon strict performance of, any provision of this Agreement will not be considered to be an amendment or waiver of such provision or in any way affect the validity or enforceability of this Agreement.

Amendments or Waiver. ‌ (a) Any amendment to this Agreement or waiver of rights under this Agreement requires prior written consent of the Standby Account Bank and, subject to Section 7.02 of the Security Agreement, any amendment to this Agreement or waiver of rights under this Agreement will also require the prior written consent of each other party to this Agreement. (b) Each proposed amendment, modification, variation amendment or waiver of rights under this Agreement that is considered by the Guarantor to be a material amendment, modification, variation amendment or waiver of rights under this Agreement, shall be subject to satisfaction of the Rating Agency Condition. For certainty, any amendment to to (ai) the definition of “Standby Account Bank Ratings” that (i) lowers the ratings specified therein, or (ii) changes the applicable rating type, in each case as provided for in this Agreement, or (b) the consequences of breaching a Standby Account Bank Rating, or changing the applicable rating type, provided for in this Agreement Rating that makes such consequences less onerous, shall, with respect to each affected Rating Agency only, be deemed to be a material amendment and shall be subject to confirmation of the satisfaction of the Rating Agency Condition from each affected Rating Agency. The Guarantor (or the Cash Manager on its behalf) shall deliver notice to the Rating Agencies from time to time of any amendment, modification, variation amendment or waiver of rights under this Agreement for which satisfaction of the Rating Agency Condition is not required, provided that failure to deliver such notice shall not constitute a breach of the obligations of the Guarantor under this Agreement. (c) For greater certainty, this Agreement may only be amended or the rights hereunder waived by written agreement between the parties hereto and any failure or delay by a party hereto in enforcing, or insisting upon strict performance of, any provision of this Agreement will not be considered to be an amendment or waiver of such provision or in any way affect the validity or enforceability of this Agreement.