Common use of Amendments and Waivers, Etc Clause in Contracts

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each Borrower and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each affected Bank, the Commitment of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be made; (iv) no extension of the term of the Commitments beyond that provided for hereunder shall be made; (v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder; (vi) no change to the provisions of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith.

Amendments and Waivers, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Majority Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall: (a) Except as otherwise expressly waive any condition set forth herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectivelySection 4.1(a) only with without the written consent of each Borrower and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each affected Bank, Lender; (b) extend or increase the Commitment of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent of the Operations Agent, no amendment any Lender (or reinstate any Commitment terminated pursuant to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that 8.2) without the written consent of such Banks as hold 100% Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the aggregate outstanding principal amount second proviso to this Section 11.3) any fees or other amounts payable hereunder or under any Note, or change the manner of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided that only the consent of the Commitments,Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (e) change Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (f) change any provision of this Section, the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or (g) release any Guarantor from its Guarantee hereunder without the written consent of each Lender; and provided further that (i) no change amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise Lenders required above, affect the rights or duties of the principal amount of, Administrative Agent under this Agreement or decrease in the interest rate on, any Committed Credit other Loan shall be made; Document; and (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall Fee Letters may be made; (iii) no extension or postponement of the stated time of payment of the principal amount ofamended, or interest onrights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any Committed Credit Loanright to approve or disapprove any amendment, nor of any Commitment Fees waiver or other fees or expenses payable consent hereunder, shall except that the Commitment of such Lender may not be made; (iv) no extension increased or extended without the consent of the term of the Commitments beyond that provided for hereunder shall be made; (v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder; (vi) no change to the provisions of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assignssuch Lender. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith.

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth hereinSubject to Section 5.5(b), any term the provisions of this Agreement may be amended or waived only upon the prior written consent of (a) the Company and (b) the observance MSD Parties; provided that (i) the Company may amend Schedule I hereto to add any Persons who are entitled to receive any Shares in accordance with the Merger Agreement who are not Member Parties as of any term the date of this Agreement may and (ii) any provision of this Agreement applicable to all Member Parties (and, for the avoidance of doubt, not just the MSD Parties) shall only be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with upon the prior written consent of each Borrower and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each affected Bank(x) other than with respect to Article III, the Commitment of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100Member Parties holding more than 50% of the aggregate outstanding principal amount of all Committed Credit Loans orShares still held by the Member Parties or a Permitted Transferee thereof, if no Committed Credit Loans are outstandingor (y) with respect to Article III, Member Parties holding more than 50% of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise Registrable Shares as of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be made; (iv) no extension of the term of the Commitments beyond that provided for hereunder shall be made; (v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder; (vi) no change to the provisions of this Section 15.02(a) shall be made. Any such amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assignswaiver. (b) The Operations Agent'sNotwithstanding anything to the contrary in Section 5.5(a), (i) any amendment or waiver that materially and disproportionately affects a Member Party or group of Member Parties shall require the Swing Line Lender's consent of such Member Party or Member Parties, (ii) any Bank's amendment to or waiver under Section 2.1(a) that is adverse to the Member Parties shall require approval of the Member Parties holding all of the Shares still held by the Member Parties or the Permitted Transferees thereof as of the time of such amendment or waiver, (iii) any amendment to or waiver under (x) Section 2.1(b) that is adverse to the Member Parties or (y) Section 2.3 that further restricts the MSD Parties’ voting rights thereunder, shall require approval of the Member Parties holding 85% of the Shares still held by the Member Parties or the Permitted Transferees thereof as of the time of such amendment or waiver, (iv) any amendment to or waiver under Sections 3.1(a), (e), (f) and (g) and Section 3.4 shall require approval of the Member Parties holding 85% of the Registrable Shares still held by the Member Parties or the Permitted Transferees thereof as of the time of such amendment or waiver and (v) any amendment to or waiver under this Section 5.5(b) shall require the approval that would have been required in respect of an amendment or waiver to the underlying provision to which such amendment or waiver of this Section 5.5(b) relates. (c) No failure to insist upon or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the strict performance exercise of any termother right, condition power or other provision privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law. Any reference in this Agreement or to exercise any right or remedy hereunder the consent of the MSD Parties shall not constitute a waiver by mean the Operations Agent, consent of the Swing Line Lender or such Bank of any such term, condition or other provision or Default MSD Parties in connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewiththeir sole discretion.

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any term Any provision of this Agreement Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer and Consent Solicitation embodied in this Agreement, the Offering Memorandum and the Consent Solicitation Statement), may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the observance case of an amendment, by the Required Holders unless otherwise set forth in Section 9(b), or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any term other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand. (b) Notwithstanding Section 9(a), none of the following amendments, modifications or waivers shall be enforceable against any Holders party to this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with without the prior written consent of each Borrower such Holder, and any such non-consenting Holder shall have the Majority Banksright to terminate this Agreement with respect to itself upon the effectiveness of such amendments, PROVIDEDmodifications or waivers: (i) extend the End Date to a period beyond August 20, HOWEVER, that without 2020; (ii) change the consent stated maturity of each affected Bankthe principal of, the Commitment payment date of such Bank may not be increasedany installment of principal or interest on, and FURTHER PROVIDED, HOWEVER, that without the consent interest rate or cash or payment in kind payment amount of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV New First Lien Notes; (as it applies to Swing Line Loans), no compromise of iii) reduce the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be madeNew First Lien Notes; (iv) no extension change the place or currency of payment of principal of, or any interest on, the term of the Commitments beyond that provided for hereunder shall be madeNew First Lien Notes; (v) no Investment Company (modify the ranking of the New First Lien Notes in security or Portfolio in right of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunderpayment; (vi) no change the Exchange Consideration; (vii) reduce the consent fee payable upon the delivery of Consents in the Consent Solicitation; (viii) reduce the percentage in aggregate principal amount of 2022 Notes or 2025 Notes whose lenders must consent to a modification to or amendment of any provision of the provisions Exchange Offer documentation or Consent Solicitation documentation, respectively; and (x) amend or modify this Agreement in any way that would result in the modification of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns9. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith.

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any term Any provision of this Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer embodied in this Agreement and the Offering Memorandum), may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the observance case of an amendment, by the Required Holders unless otherwise set forth in Section 9(b), or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any term other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand. (b) Notwithstanding Section 9(a), none of the following amendments, modifications or waivers shall be enforceable against any Holders party to this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with without the prior written consent of each Borrower such Holder, and any such non-consenting Holder shall have the Majority Banksright to terminate this Agreement with respect to itself upon the effectiveness of such amendments, PROVIDEDmodifications or waivers: (i) extend the End Date to a period beyond December 7, HOWEVER, that without 2024; (ii) change the consent stated maturity of each affected Bankthe principal of, the Commitment payment date of such Bank may not be increasedany installment of principal or interest on, and FURTHER PROVIDED, HOWEVER, that without the consent interest rate or cash or payment in kind payment amount of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV New Notes; (as it applies to Swing Line Loans), no compromise of iii) reduce the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be madeNew Notes; (iv) no extension change the place or currency of payment of principal of, or any interest on, the term of the Commitments beyond that provided for hereunder shall be madeNew Notes; (v) no Investment Company (modify the ranking of the New Notes in security or Portfolio in right of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunderpayment; (vi) no change the Exchange Consideration; (vii) reduce the percentage in aggregate principal amount of Old Notes whose lenders must consent to a modification to or amendment of any provision of the provisions Exchange Offer documentation; and (viii) amend or modify this Agreement in any way that would result in the modification of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns9. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith.

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each Borrower and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each affected Bank, the Commitment of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be made; (iv) no extension of the term of the Commitments beyond that provided for hereunder shall be made; (v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder; (vi) no change to the provisions of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in -43- connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith.

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any term Any provision of this Agreement Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer embodied in this Agreement, the Offering Memorandum and the terms of the New Capital Financing), may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the observance case of an amendment, by the Required Holders unless otherwise set forth in Section 9(b), or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any term other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand. (b) Notwithstanding Section 9(a), none of the following amendments, modifications or waivers shall be enforceable against any Holders party to this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with without the prior written consent of each Borrower such Holder, and any such non-consenting Holder shall have the Majority Banksright to terminate this Agreement with respect to itself upon the effectiveness of such amendments, PROVIDEDmodifications or waivers: (i) extend the End Date to a period beyond September 15, HOWEVER, that without 2016; (ii) change the consent stated maturity of each affected Bankthe principal of, the Commitment payment date of such Bank may not be increasedany installment of principal or interest on, and FURTHER PROVIDED, HOWEVER, that without the consent interest rate or cash or payment in kind payment amount of the Operations Agent, no amendment to Section 5.02 New Second Lien Notes or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV New Unsecured Notes; (as it applies to Swing Line Loans), no compromise of iii) reduce the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of New Second Lien Notes or the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be madeNew Unsecured Notes; (iv) no extension reduce the premium payable upon the redemption of the term of the Commitments beyond that provided for hereunder shall be madeany New Second Lien Notes or New Unsecured Notes; (v) no Investment Company (change the place or Portfolio currency of an Investment Company) other than payment of principal of, or any interest on, the Borrowers shall be admitted as a Borrower hereunderNew Second Lien Notes or the New Unsecured Notes; (vi) no modify the ranking of the New Second Lien Notes or the New Unsecured Notes in security or in right of payment, provided, however, that the adding of collateral to secure all or a portion of the New Unsecured Notes in the event of a reduction of the Minimum Tender Condition below 90% shall not require the consent of every Holder; (vii) change the Exchange Consideration; (viii) reduce the percentage in aggregate principal amount of Existing Notes whose lenders must consent to a modification to or amendment of any provision of the provisions Exchange Offer documentation; (ix) change the terms of the Common Stock to be issued in connection with the Exchange Offer; (x) change any term of the New Capital Financing as set forth in Exhibit B; and (xi) amend or modify this Agreement in any way that would result in the modification of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns9. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith.

Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any Any term of this Agreement or of the Security Documents or the Notes or the other Loan Documents may be amended and the observance of any term of this Agreement or of the Security Documents or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each Borrower the Company and the Majority BanksLenders, PROVIDEDprovided -------- that no such amendment or waiver shall, HOWEVER, that without the prior written consent of each affected Bankall of the Agent, the Commitment Lenders or the holders of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent all of the Operations AgentNotes at the time outstanding, no amendment to Section 5.02 (a) extend the fixed maturity or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of reduce the principal amount of, or change in reduce the interest rate on, any Swing Line Loan or extension or postponement of extend the stated time of payment of the principal amount of, or interest on, or reduce the amount or extend the time of payment of any Swing Line Loanprincipal of, shall be effected; and still FURTHER PROVIDED that without any Note, (b) change any Commitment or Percentage, (c) change the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change percentage referred to in the definition of "Majority BanksLenders" contained in Section 1.01 hereof 9 hereof, (d) amend this ---------------- --------- Section 12, or (e) include a Subsequent Transaction within the definition of ---------- Eligible Securitization Transactions. Once a Default or Event of Default has occurred, such Default or Event of Default shall be made; (i) no compromise deemed to exist and be continuing for all purposes of this Agreement and the other Loan Documents until the Majority Lenders or all of the principal amount of, or decrease Lenders (in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease circumstances described in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; foregoing clauses (iiia) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be made; through (iv) no extension of the term of the Commitments beyond that provided for hereunder shall be made; (v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder; (vi) no change to the provisions of this Section 15.02(ae)) shall have waived such Default or Event of Default in writing, stated in writing that the same has been remedied or cured to such Lenders' reasonable satisfaction or entered into an Amendment to this Agreement which by its express terms cures or waives such Default or Event of Default, at which time such Default or Event of Default shall no longer be madedeemed to exist or to have continued. Any amendment or waiver effected in accordance with this Section 15.02(a) 12 shall be binding upon all parties to this Agreementeach holder of ---------- any Note at the time outstanding, their respective successors each future holder of any Note and assignsthe Company. (b) The Operations Agent's, failure of the Swing Line Lender's Agent or any Bank's failure the Lenders to insist upon the strict performance of any term, condition or other provision of this Agreement or the Security Documents or the Notes or to exercise any right or remedy hereunder or thereunder shall not constitute a waiver by the Operations Agent, Agent or the Swing Line Lender or such Bank Lenders of any such term, condition or other provision or Default or Event of Default or Credit Trigger in connection therewith; and any waiver of any such term, condition or other provision or of any such Default or Event of Default or Credit Trigger shall not affect or alter this AgreementAgreement or the Security Documents or the Notes, and each and every term, condition and other provision of this Agreement Agreement, the Security Documents and the Notes shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default or Event of Default or Credit Trigger in connection therewith.