Common use of 1Amendment Clause in Contracts

1Amendment. Except as provided in Section 1.5, no modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); provided that no modification or amendment entered into pursuant to the terms of Section 1.5 shall constitute a reduction in the rate of interest or fees for purposes of this clause (c); (iii) extend the Revolver Termination Date; or (iv) amend this clause (c); (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or 14.1.1; (ii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate), Borrowing Base, Accounts Formula Amount, Credit Card Formula Amount, or Inventory Formula Amount or Seasonal Formula Amount (or any defined term used in such definitions, if the effect of such amendment is to increase borrowing availability), Pro Rata or Required Lenders; (iii) release all or substantially all Collateral; (iv) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (v) waive any condition set forth in Section 6.1; (e) without the prior written consent of the Lead Arranger, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”; and (f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2. (g) Agent and Borrower Agent may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

1Amendment. Except as provided in Section 1.5, no No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that: (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 2.2, 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank;; ​ ​ (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); provided that no modification or amendment entered into pursuant to 4.2 and excluding any waiver of the terms Default Rate of Section 1.5 shall constitute a reduction in the rate of interest or fees for purposes of this clause (cinterest); (iii) extend the Revolver Maturity Date, U.S. Commitment Termination Date or U.K. Commitment Termination Date, applicable, to such Lender’s Obligations; or (iv) amend this clause (c);; and (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder; (ii) alter this Section 14.1.1; (iiiii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate)A) Pro Rata, (B) Required Lenders, or (C) U.K. Borrowing Base, U.S. Borrowing Base, U.K. Unbilled Accounts Formula Amount, Credit Card U.S. Unbilled Accounts Formula Amount, or Inventory U.K. Billed Accounts Formula Amount or Seasonal U.S. Billed Accounts Formula Amount (or any defined term used in such definitions, ) if the effect of such amendment is to increase borrowing availability), Pro Rata or Required Lenders; (iiiiv) subordinate, or have the effect of subordinating, all or substantially all of the Obligations hereunder to any other Debt or other obligation; (v) subordinate, or have the effect of subordinating, all or substantially all of the Liens securing the Obligations to Liens securing any other Debt or other obligation; (vi) release all or substantially all Collateral; (ivvii) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (vviii) waive any condition set forth in Section 6.1; (e) without the prior written consent of the Lead Arranger, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”; and (f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2. (g) Agent and Borrower Agent may amend change any Loan Document (i) to correct administrative errors provision requiring consent or omissions, or to effect administrative changes that are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document if the same is not objected to in writing action by the Required Lenders within five Business Days following receipt of notice thereofall Lenders.

1Amendment. Except as provided in Section 1.5, no No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); provided that no modification or amendment entered into pursuant to the terms of Section 1.5 shall constitute a reduction in the rate of interest or fees for purposes of this clause (c)Lender; (iii) extend the Revolver Termination Maturity Date; or (iv) amend this clause (c); (dc) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 2.4 or 14.1.1; (ii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate), Borrowing Base, Accounts Formula Amount, Credit Card Formula Amount, or Inventory Formula Amount or Seasonal Formula Amount (or any defined term used in such definitions, if the effect of such amendment is to increase borrowing availability), Pro Rata or Required Lenders; (iii) release all or substantially all Collateral; (iv) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (v) waive any condition set forth in Section 6.1; (e) without the prior written consent of the Lead Arranger, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”; and (f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2. (gd) Agent and Borrower Agent may amend any Loan Document (i) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

1Amendment. Except as provided in Section 1.5, no No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that: (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 2.2, 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); provided that no modification or amendment entered into pursuant 4.2 and excluding (A) any waiver of the Default Rate of interest) and (B) any ESG-Related Pricing Adjustment constituting a reduction not to exceed 0.05% with respect to the terms Applicable Margin or 0.01% with respect to each of Section 1.5 shall constitute a reduction in the rate of interest or fees for purposes of this clause (c)U.S. Unused Line Fee Rate ​ ​ ​ and U.K. Unused Line Fee Rate; (iii) extend the Revolver Maturity Date, U.S. Commitment Termination Date or U.K. Commitment Termination Date, applicable, to such Lender’s Obligations; or (iv) amend this clause (c);; and (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder; (ii) alter this Section 14.1.1; (iiiii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate)A) Pro Rata, (B) Required Lenders, or (C) U.K. Borrowing Base, U.S. Borrowing Base, U.K. Unbilled Accounts Formula Amount, Credit Card U.S. Unbilled Accounts Formula Amount, or Inventory U.K. Billed Accounts Formula Amount or Seasonal U.S. Billed Accounts Formula Amount (or any defined term used in such definitions, ) if the effect of such amendment is to increase borrowing availability), Pro Rata or Required Lenders; (iiiiv) subordinate, or have the effect of subordinating, all or substantially all of the Obligations hereunder to any other Debt or other obligation; (v) subordinate, or have the effect of subordinating, all or substantially all of the Liens securing the Obligations to Liens securing any other Debt or other obligation; (vi) release all or substantially all Collateral; (ivvii) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (vviii) waive any condition set forth in Section 6.1; (e) without the prior written consent of the Lead Arranger, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”; and (f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2. (g) Agent and Borrower Agent may amend change any Loan Document (i) to correct administrative errors provision requiring consent or omissions, or to effect administrative changes that are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document if the same is not objected to in writing action by the Required Lenders within five Business Days following receipt of notice thereofall Lenders.

1Amendment. Except as provided in Section 1.5, no No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that: (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 2.2, 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); provided that no modification or amendment entered into pursuant 4.2 and excluding (A) any waiver of the Default Rate of interest and (B) any ESG-Related Pricing Adjustment constituting a reduction not to exceed 0.05% with respect to the terms Applicable Margin or 0.01% with respect to each of Section 1.5 shall constitute a reduction in the rate of interest or fees for purposes of this clause (c)U.S. Unused Line Fee Rate and U.K. Unused Line Fee Rate; (iii) extend the Revolver Maturity Date, U.S. Commitment Termination Date or U.K. Commitment Termination Date, applicable, to such Lender’s Obligations; or (iv) amend this clause (c);; and (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing ​ of payments otherwise required hereunder; (ii) alter this Section 14.1.1; (iiiii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate)A) Pro Rata, (B) Required Lenders, or (C) U.K. Borrowing Base, U.S. Borrowing Base, U.K. Unbilled Accounts Formula Amount, Credit Card U.S. Unbilled Accounts Formula Amount, or Inventory U.K. Billed Accounts Formula Amount or Seasonal U.S. Billed Accounts Formula Amount (or any defined term used in such definitions, ) if the effect of such amendment is to increase borrowing availability), Pro Rata or Required Lenders; (iiiiv) subordinate, or have the effect of subordinating, all or substantially all of the Obligations hereunder to any other Debt or other obligation; (v) subordinate, or have the effect of subordinating, all or substantially all of the Liens securing the Obligations to Liens securing any other Debt or other obligation; (vi) release all or substantially all Collateral; (ivvii) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (vviii) waive any condition set forth in Section 6.1; (e) without the prior written consent of the Lead Arranger, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”; and (f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2. (g) Agent and Borrower Agent may amend change any Loan Document (i) to correct administrative errors provision requiring consent or omissions, or to effect administrative changes that are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause a Security Document to be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document if the same is not objected to in writing action by the Required Lenders within five Business Days following receipt of notice thereofall Lenders.

1Amendment. Except as provided in Section 1.5, no No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided, however, that (a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent; (b) without the prior written consent of Issuing Bank, no modification shall alter Section 2.2 2.3 or any other provision in a Loan Document that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank; (c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); provided that no modification or amendment entered into pursuant to the terms of Section 1.5 shall constitute a reduction in the rate of interest or fees for purposes of this clause (c); (iii) extend the Revolver Termination DateDate applicable to such Lender’s Obligations; or (iv) amend this clause (c); (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 5.6.2, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the definition of Applicable Margin (if the effect thereof is to lower the interest rate), Borrowing Base, Accounts Formula Amount, Credit Card Formula Amount, Amount or Inventory Formula Amount or Seasonal Formula Amount (or any defined term used in such definitions, ) if the effect of such amendment is to increase borrowing availability), Pro Rata or Required Lenders; (iii) [reserved]; (iv) release all or substantially all Collateral; (ivv) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; or (vvi) waive any condition set forth in Section 6.1; (e) without modify the prior written consent repayment terms of the Lead ArrangerXxxxxxx Note Intercreditor Agreement, modify or amend the fee letter described in clause (b) of the definition of “Fee Letter”Xxxxxx/Xxxxxxx Subordination Agreements, and IC-DISC Subordination Agreements; and (fe) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.25.6.2. 14.1. 2Limitations. The agreement of Borrowers shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (gin such capacity) Agent and Borrower Agent may amend shall have any right to consent to modification of any Loan Document (i) to correct administrative errors other than its Bank Product agreement. Any waiver or omissions, consent granted by Agent or to effect administrative changes that are not adverse to any Lender, (ii) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, (iii) to comply with local law or advice of local counsel in respect of a Security Document or (iv) to cause a Security Document to Lenders hereunder shall be consistent with this Agreement and other Loan Documents. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Loan Document only if the same is not objected to in writing by and only for the Required Lenders within five Business Days following receipt of notice thereofmatter specified.