Common use of No Waiver; Modifications in Writing Clause in Contracts

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility DocumentAgreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder Borrower in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Borrower to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; , provided that: (i) except for an amendment pursuant subject to clause clauses (ciii) and (iv) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; andLender; (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights rights, duties, immunities or duties liabilities of any Agent, the Custodian or the Collateral Administrator hereunder Administrative Agent without the prior written consent of such the Administrative Agent, ; (iii) the Custodian or parties acknowledge and agree that increases in (A) (x) the Collateral Administrator, as Committed Facility Amount shall be allocated pro rata between the case may be.Class A Committed Facility Amount and the Class B Committed Facility Amount and (y) the Incremental Amount shall be allocated pro rata between the Class A Incremental Amount and the Class B Incremental Amount,

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party the Lender exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder Borrowers in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Borrowers to any other or further notice or demand in similar or other circumstances. (b) . No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent Borrowers and the Required LendersLender; provided that: provided, however, any such amendment executed prior to the Senior Facility Release Date shall require Borrowers to obtain the consent of the Senior Lender prior to any such amendment, which consent shall be deemed given so long as it does not have a material effect on (i) except for an amendment pursuant to clause (c) belowany of the collateral of the Senior Lender, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendmentany rights of the Senior Lender or obligations of Borrowers or (iii) any administrative, modificationreporting or accounting requirements, supplement or waiver shall amendin each case, modify or otherwise affect under the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may beSenior Facility Documents.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, Borrower or the Collateral Manager or the Equityholder in any case shall entitle the Borrower, Borrower or the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected therebyall Lenders; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility DocumentAgreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder Borrower in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Borrower to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; , provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected therebyall Lenders; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or Swingline Lender, the Custodian, the Collateral Administrator or the Backup Collateral Manager (including in its role as successor Collateral Manager if it shall be so appointed) hereunder without the prior written consent of such Agent, the Custodian Swingline Lender, Custodian, Collateral Administrator or the Backup Collateral AdministratorManager, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party the Trustee, the Borrower, the Agent or the Noteholders in exercising any right, power power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Borrower, the Trustee, the Agent or the Noteholders at law or in equity or otherwise. (b) Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Indenture, the Notes or any other Basic Document, shall be effective unless signed by the Borrower and the Majority Noteholders. The Noteholders have all rights to take such actions under this Indenture and the other Basic Documents without the consent or joinder of any holder of the Acquired Shares or Warrants. Any amendment, supplement or modification of or to any provision of this Indenture or the Notes or any other Basic Document, any waiver of any provision of this Agreement Indenture, the Notes or any other Facility Document Basic Document, and any consent to any departure by any party to this Agreement or any other Facility Document the Borrower from the terms of any provision of this Agreement Indenture, the Notes or such any other Facility Basic Document, shall be effective only in the specific instance and for the specific purpose for which made or given. No Except where notice is specifically required by this Indenture, no notice to or demand on the Borrower, the Collateral Manager or the Equityholder Borrower in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Borrower to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party Issuer or the Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Issuers and the Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement the Issuers or any other Facility Document the Initial Purchaser from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which made or given. No Except where notice is specifically required by this Agreement, no notice to or demand on the Borrower, the Collateral Manager or the Equityholder Issuers in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Issuers to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent Collateral Administrator, the Custodian, and the Required LendersCollateral Agent; provided that: , (i) except for an amendment pursuant to clause (c) belowreplace the LIBOR Rate with an alternative floating reference rate in accordance with Section 2.11(e), any Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby; and ), and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager Servicer or the Equityholder in any case shall entitle the Borrower, the Collateral Manager Servicer or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral ManagerServicer, the Equityholder, the Administrative Agent and the Required LendersLenders (with notice to the Collateral Agent); provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Document Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Document Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party Issuer or the Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, PROVIDED that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Issuers and the Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement the Issuers or any other Facility Document the Initial Purchasers from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which made or given. No Except where notice is specifically required by this Agreement, no notice to or demand on the Borrower, the Collateral Manager or the Equityholder Issuers in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Issuers to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, Required Lenders and the Administrative Agent and the Required LendersAgent; provided that: , (i) except for an amendment pursuant to clause (c) belowreplace the LIBOR Rate with an alternative Benchmark Rate in accordance with Section 2.11, any Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby; and ), and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator or the Custodian hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may bePerson.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent Collateral Administrator, the Custodian, and the Required LendersCollateral Agent; provided that: , (i) except for an amendment pursuant to clause (c) belowreplace the LIBOR Rate with an alternative floating reference rate in accordance with Section 2.1112.01(ec), any Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby; and ), and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the parties at law or in equity or otherwise. No waiver of or consent to any departure by the Issuers from any provision of this Agreement shall be effective unless signed in writing by the party hereto entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or an behalf of each of the Issuers and each Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility DocumentAgreement, shall be effective only in the specific instance and for the specific purpose for which made or given. No Except where notice is specifically required by this Agreement, no notice to or demand on the Borrower, the Collateral Manager Issuers or the Equityholder Guarantor in any case shall entitle the Borrower, the Collateral Manager Issuers or the Equityholder Guarantor to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager Borrower or the Equityholder Servicer in any case shall entitle the Borrower, the Collateral Manager Borrower or the Equityholder Servicer to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the EquityholderServicer, the Administrative Agent and the Required Majority Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly all Lenders affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager Servicer or the Equityholder in any case shall entitle the Borrower, the Collateral Manager Servicer or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No Except for any waivers and consents that may be expressly provided by the Administrative Agent or the Lenders, no amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral ManagerServicer, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected therebyall Lenders; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may beapplicable.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party the Lender exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder Borrowers in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Borrowers to any other or further notice or demand in similar or other circumstances. (b) . No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent Borrowers and the Required LendersLender; provided that: provided, however, any such amendment executed prior to the Senior Facility Release Date shall require Borrowers to obtain the consent of Senior Lender prior to any such amendment, which consent shall be deemed given so long as it does not have a material effect on (i) except for an amendment pursuant to clause (c) belowany of the collateral of the Senior Lender, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendmentany rights of Senior Lender or obligations of Borrowers or (iii) any administrative, modificationreporting or accounting requirements, supplement or waiver shall amendin each case, modify or otherwise affect under the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may beSenior Facility Documents.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility DocumentAgreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder Borrower in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Borrower to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; , provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected therebyall Lenders; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or Custodian, the Collateral Administrator or the Backup Collateral Manager (including in its role as successor Collateral Manager if it shall be so appointed) hereunder without the prior written consent of such Agent, the Custodian Custodian, Collateral Administrator or the Backup Collateral AdministratorManager, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent Collateral Administrator, the Custodian, and the Required LendersCollateral Agent; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby; and); (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent; (iii) any amendment to Section 12.06(a)(iv), clause (a)(ii) of the Custodian first proviso to Section 12.09, or Section 12.18 shall require the Collateral Administrator, as the case may beconsent of each CP Lender.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager Borrower or the Equityholder Servicer in any case shall entitle the Borrower, the Collateral Manager Borrower or the Equityholder Servicer to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the EquityholderServicer, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly all Lenders affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent; and (iii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the Custodian rights or duties of the Collateral Administrator, as Equityholder hereunder without the case may beprior written consent of the Equityholder.

No Waiver; Modifications in Writing. (a) No failure or delay ----------------------------------- on the part of any Secured Party Issuer or the Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver -------- shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Issuers and the Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement the Issuers or any other Facility Document the Initial Purchasers from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which made or given. No Except where notice is specifically required by this Agreement, no notice to or demand on the Borrower, the Collateral Manager or the Equityholder Issuers in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Issuers to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the an Equityholder in any case shall entitle the Borrower, the Collateral Manager or the such Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, Required Lenders and the Administrative Agent and the Required LendersAgent; provided that: that (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly all Lenders affected thereby; and thereby and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agentthe Collateral Administrator, the Custodian Collateral Agent or the Collateral Administrator Securities Intermediary hereunder without the prior written consent of such AgentPerson. Upon notice from any party hereto to each other party hereto (based on a determination by such party that an amendment is necessary or advisable due to any Change in Law coming into effect on or after January 1, 2018), each such other party hereto agrees to consider and negotiate the Custodian or the Collateral Administrator, as the case may berequested terms of such amendment in good faith.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any such other Facility Document from the terms of any provision of this Agreement or such other Facility DocumentAgreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, Borrower or the Collateral Manager or the Equityholder in any case shall entitle the Borrower, Borrower or the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (ba) No Except as otherwise provided in this Agreement, including, without limitation, in Section 2.11 with respect to the implementation of a Benchmark Replacement or Conforming Changes (as set forth therein), no amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; , provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; andall Lenders; (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian, the Document Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian, Document Custodian or the Collateral Administrator, as the case may be.; and

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party Obligor or the Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Obligor or the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by any Obligor or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, PROVIDED that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Obligors and the Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement or any other Facility Document Agreement, and any consent to any departure by any party to this Agreement the Obligors or any other Facility Document the Initial Purchasers from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which made or given. No Except where notice is specifically required by this Agreement, no notice to or demand on the Borrower, the Collateral Manager or the Equityholder Obligors in any case shall entitle the Borrower, the Collateral Manager or the Equityholder Obligors to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Agent and the Required LendersLenders (with notice to the Collateral Agent); provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Document Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Document Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, Required Lenders and the Administrative Agent and the Required LendersAgent; provided that: , (i) except for an amendment pursuant to clause (c) belowreplace the LIBOR Rate with an alternative Benchmark Rate in accordance withany amendment contemplated by Section 2.11 in connection with the use or administration of the Term SOFR Rate or a Benchmark Transition Event, as applicable, shall be effective as contemplated by such Section 2.11, any Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby; and ), and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator or the Custodian hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may bePerson.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager Servicer or the Equityholder in any case shall -148- DOCPROPERTY "DocID" \* MERGEFORMAT USActive 60781347.5 entitle the Borrower, the Collateral Manager Servicer or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral ManagerServicer, the Equityholder, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, the Collateral Manager or the Equityholder in any case shall entitle the Borrower, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the Equityholder, the Collateral Administrator, the Custodian, the Collateral Agent, the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of all Lenders (or, in the case of clauses (a) through (d) of the definition of Fundamental Amendment, in addition to the consent of the foregoing, each Lender directly affected thereby; and); (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent; (iii) any amendment to Section 12.06(a)(iv), clause (a)(ii) of the Custodian first proviso to Section 12.09, or Section 12.18 shall require the Collateral Administrator, as the case may beconsent of each CP Lender.

No Waiver; Modifications in Writing. (a) [Intentionally Omitted]. (b) No failure modification or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this the Subordinated Loan Agreement or any other Facility Document and the Subordinated Notes, nor any consent to any departure by any party to this required under the Subordinated Loan Agreement or any other Facility Document from the terms of any provision of this Agreement Subordinated Notes, shall be effective unless the same shall be in writing and signed by the Subordinated Agent and Majority Subordinated Lenders and the Borrower, and then such modification, waiver, or such other Facility Document, consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to ; provided, however, that no modification, waiver, or demand on consent shall, unless in writing and signed by the BorrowerSubordinated Agent, all the Collateral Manager or Subordinated Lenders, and the Equityholder in Borrower do any case shall entitle of the Borrowerfollowing: (a) increase any Commitment of any Subordinated Lender, the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) forgive or reduce any amount or rate of any principal, interest, or fees payable under the Subordinated Loan Documents, or postpone or extend any time for payment thereof, (c) release any guaranty or all or substantially all of the Collateral securing the Indebtedness (except as otherwise permitted or required herein), or (d) change the percentage of Subordinated Lenders required to take any action under the Subordinated Loan Agreement, the Subordinated Notes, or the Security Documents, including any amendment of the definition of "Majority Subordinated Lenders" or this Section 9.3. No amendment, modification, supplement waiver, or waiver of this Agreement shall be effective consent shall, unless in writing and signed by the Borrower, the Collateral Manager, the Equityholder, the Administrative Subordinated Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected thereby; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties obligations of any Agent, the Custodian or Subordinated Agent under the Collateral Administrator hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.-45- 51

No Waiver; Modifications in Writing. (a) No failure or delay on the part of any Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement or any other Facility Document Document, and any consent to any departure by any party to this Agreement or any other Facility Document from the terms of any provision of this Agreement or such other Facility Document, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower, Borrower or the Collateral Manager or the Equityholder in any case shall entitle the Borrower, Borrower or the Collateral Manager or the Equityholder to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement or waiver of this Agreement shall be effective unless signed by the Borrower, the Collateral Manager, the EquityholderCollateral Administrator, the Custodian the Administrative Agent and the Required Lenders; provided that: (i) except for an amendment pursuant to clause (c) below, any Fundamental Amendment shall require the written consent of each Lender directly affected therebyall Lenders; and (ii) no such amendment, modification, supplement or waiver shall amend, modify or otherwise affect the rights or duties of any Agent, the Custodian or the Collateral Administrator Agent hereunder without the prior written consent of such Agent, the Custodian or the Collateral Administrator, as the case may be.