Common use of Modifications, Consents and Waivers Clause in Contracts

Modifications, Consents and Waivers. (a) Notwithstanding anything to the contrary contained in any Loan Document, with the written consent of the Required Banks, the Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications thereof and, with the consent of the Required Banks, the Agent on behalf of the Banks, may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, waiver or consent shall: (i) without the written consent of all of the Banks (A) increase the Commitment of any Bank, (B) extend the Credit Period, (C) reduce the rate or amount, or extend the time of payment, of any Fee , (D) reduce the rate or amount of, or extend the time of payment of, interest on any Loan or any Note, (E) reduce the amount, or extend the time of payment of any installment or other payment of principal on any Loan or any Note, (F) decrease or forgive the principal amount of any Loan or any Note, (G) consent to any assignment or delegation by any Borrower of any of its rights or obligations under any Loan Document; (H) change the provisions of Section 2.22, 2.24, 2.26 or this Section 10.6, (I) change the definition of "Required Banks", or any provision of this Agreement requiring the consent or approval of all the Banks, (J) change the several nature of the Banks' obligations, (K) change any provision governing the sharing of payments and liabilities among the Banks, or (L) release all or substantially all of the obligations of any Borrower under any Loan Document; and (ii) without the written consent of the Agent, amend, modify or waive any provision of Article 9 or otherwise change any of the rights or obligations of the Agent under any Loan Document. (b) No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure of any Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and the Banks whose consent is required as provided above. Upon full execution, any such amendment, supplement, modification, waiver or consent shall apply equally to the Agent, each Bank and each Borrower and shall be binding upon Borrower, the Banks, the Agent and all future holders of the Notes. In the case of any waiver, each Borrower, the Banks and the Agent shall be restored to their former position and rights hereunder and under the outstanding Notes and other Loan Documents to the extent provided for in such waiver, any such waiver or consent shall be effective only in the specific instance and for the purpose for which given and any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. No consent to or demand on any Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances.

Modifications, Consents and Waivers. (a) Notwithstanding anything to the contrary contained in any Loan Document, with the written consent of the Required Banks, the Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications thereof and, with the consent of the Required Banks, the Agent on behalf of the Banks, may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, waiver or consent shall: (i) without the written consent of all of the Banks (A) increase the Commitment of any Bank, (B) extend the Credit Period, (C) reduce the rate or amount, or extend the time of payment, of any the Commitment Fee , (D) reduce the rate or amount of, or extend the time of payment of, interest on any Loan or any Note, (E) reduce the amount, or extend the time of payment of any installment or other payment of principal on any Loan or any Note, (F) decrease or forgive the principal amount of any Loan or any Note, (G) consent to any assignment or delegation by any Borrower of any of its rights or obligations under any Loan Document; (H) change the provisions of Section 2.22, 2.24, 2.26 or this Section 10.6, (I) change the definition of "Required Banks", or any provision of this Agreement requiring the consent or approval of all the Banks, (J) change the several nature of the Banks' obligations, (K) change any provision governing the sharing of payments and liabilities among the Banks, (L) amend or modify the dollar amount set forth in Section 2.8(c)(i) hereof; or (LM) release all or substantially all of the obligations of any Borrower under any Loan Document; provided that any increase to a Commitment or the Total Commitment in accordance with terms of Section 2.8(c) shall not require the consent of any Bank other than the Bank whose Commitment is being increased; and (ii) without the written consent of the Agent, amend, modify or waive any provision of Article 9 or otherwise change any of the rights or obligations of the Agent under any Loan Document. (b) No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure of by any Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and the Banks whose consent is required as provided above. Upon full execution, any such amendment, supplement, modification, waiver or consent shall apply equally to the Agent, each Bank and each Borrower and shall be binding upon Borrower, the Banks, the Agent and all future holders of the Notes. In the case of any waiver, each Borrower, the Banks and the Agent shall be restored to their former position and rights hereunder and under the outstanding Notes and other Loan Documents to the extent provided for in such waiver, any such waiver or consent shall be effective only in the specific instance and for the purpose for which given and any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. No consent to or demand on any Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances.

Modifications, Consents and Waivers. (a) Notwithstanding anything to the contrary contained in any Loan Document, with the written consent of the Required Banks, the Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications thereof and, with the consent of the Required Banks, the Agent on behalf of the Banks, may execute and deliver to any such parties a written instrument waiving or consenting to the departure from, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of the Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, waiver or consent shall: (i) without the written consent of all of the Banks (A) increase the Commitment of any Bank, (B) extend the Credit Period, (C) reduce the rate or amount, or extend the time of payment, of any Fee , (D) reduce the rate or amount of, or extend the time of payment of, interest on any Loan or any Note, (E) reduce the amount, or extend the time of payment of any installment or other payment of principal on any Loan or any Note, (F) decrease or forgive the principal amount of any Loan or any Note, (G) consent to any assignment or delegation by any Borrower of any of its rights or obligations under any Loan Document; (H) change the provisions of Section 2.22, 2.24, 2.26 or this Section 10.6, (I) change the definition of "Required Banks", or any provision of this Agreement requiring the consent or approval of all the Banks, (J) change the several nature of the Banks' obligations, (K) change any provision governing the sharing of payments and liabilities among the Banks, or (L) release all or substantially all of the obligations of any Borrower under any Loan Document; and (ii) without the written consent of the Agent, amend, modify or waive any provision of Article 9 or otherwise change any of the rights or obligations of the Agent under any Loan DocumentEntire Agreement. (ba) No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, the Security Documents, or any of the other Loan Documents and all or any other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure of by any Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and the Majority Banks whose consent is required as provided above. Upon full execution, except that: (i) any such amendment, supplement, modification, consent or waiver that has the effect of reducing the rate or amount, or extending the stated maturity or due date, of any sum payable hereunder to any Bank, or releasing any Collateral except as permitted herein or in any Loan Document, or changing the definition of Total Commitment, Commitment, Commitment Percentage, Letter of Credit Commitment, Majority Banks, this Section 10.6(a), any provision of this Agreement requiring approval or concurrence of all Banks, or the obligation of Banks to purchase participations in Letters of Credit shall be signed or approved in writing by all Banks, (ii) any amendment, modification, consent or waiver affecting the rights or obligations of the Agent under Article 9 hereof or Fleet, as issuer of Letters of Credit, shall be signed or approved in writing by the Agent or Fleet, as the case may be, and (iii) any modification or amendment of, or waiver or consent shall apply equally to the Agentwith respect to, each Bank and each Borrower and shall Article 4 may be binding upon Borrower, the Banks, signed only by the Agent and all future holders the Majority Banks (provided, however, that the consummation of a Loan or issuance of (or participation in) a Letter of Credit by a Bank shall be deemed, with respect to such Loan or Letter of Credit only, to have the effect of the Notes. In execution by such Bank and, in the case of any waiver, each Borrowera Letter of Credit, the Banks and the Agent shall be restored to their former position and rights hereunder and under the outstanding Notes and other Loan Documents to the extent provided for participating in such waiverLetter of Credit of a waiver of, or consent to a departure from, any term or provision of Article 4 that has not been satisfied as of the date of the consummation of such Loan or issuance of a Letter of Credit). (b) Any such waiver or consent provided for in Section 10.6(a) shall be effective only in the specific instance and for the purpose for which given and any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. given. (c) No consent to or demand on any Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Banks, the Agent and the Borrowers and supersede all prior agreements and understandings relating to the subject matter hereof. (d) THIS WRITTEN AGREEMENT (AND THE OTHER LOAN DOCUMENTS) REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.