Common use of Amendments and Waivers; Remedies Cumulative Clause in Contracts

Amendments and Waivers; Remedies Cumulative. Except as otherwise expressly provided in this Agreement or in any other Facility Document, any provision of this Agreement or any other Facility Document may be amended or modified only by an instrument in writing signed by the Borrowers, the Agent and the Required Lenders, or by the Borrowers and the Agent acting with the consent of the Required Lenders and any provision of this Agreement or any other Facility Document may be waived by the Required Lenders or by the Agent acting with the consent of the Required Lenders; provided that no such amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders (excluding a Lender who at such time has failed or is refusing to make a Revolving Credit Loan as required by this Agreement) or by the Agent acting with the consent of all of the Lenders: (a) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of the Commitments; (b) extend the date fixed for the payment of principal of or interest on any Loan or any fee payable hereunder, or extend the date of payment of any L/C Obligation to a date that is after the Revolving Credit Termination Date or result in an expiration date of any Letter of Credit being after the Revolving Credit Termination Date; (c) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder or any L/C Obligation, (d) alter the terms of this Section 12.01; (e) amend the definition of the term "Required Lenders" or any provision requiring the consent, approval or satisfaction of all of the Lenders; (f) waive any of the conditions precedent set forth in Article 5; (g) discharge any Obligor from its guaranty of the obligations (unless the stock of such Obligor is sold in accordance with the terms of this Agreement); (h) amend the definition of the Revolving Credit Borrowing Base or any of the terms therein contained; or (i) release all or any part of the Collateral other than pursuant to a disposition of Property permitted under Section 8.07, and provided, further, that any amendment of Article 11 hereof or any amendment which increases the obligations of the Agent hereunder shall require the prior written consent of the Agent. No failure on the part of the Agent or any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Amendments and Waivers; Remedies Cumulative. (a) (a) Except as otherwise expressly provided in this Agreement or in any other Facility DocumentAgreement, any provision of this Agreement or any other Facility Document may be amended or modified only by an instrument in writing signed by the Borrowers (or by the Parent, on behalf of itself and the Foreign Subsidiary Borrowers), the Administrative Agent and the Required Lenders, or by the Borrowers (or by the Parent, on behalf of itself and the Foreign Subsidiary Borrowers), and the Administrative Agent acting with the consent of the Required Lenders Lenders, and any provision of this Agreement or any other Facility Document may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no such amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders (excluding a Lender who at such time has failed or is refusing to make a Revolving Credit Loan as required by this Agreement) or by the Administrative Agent acting with the consent of all of the Lenders: (ai) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of the Commitments; Revolving Credit Commitments (bexcept that, for the avoidance of doubt, the Revolving Credit Commitments may be increased pursuant to Section 2.16 without the approval or consent of any Lender other than each relevant Increasing Lender or Augmenting Lender referred to in Section 2.16), (ii) extend the date fixed for the payment of principal of or interest on any Loan or any fee fees payable hereunder, or extend the date of payment of any L/C Obligation to a date that is after the Revolving Credit Termination Date or result in an expiration date of any Letter of Credit being after the Revolving Credit Termination Date; (ciii) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder or any L/C Obligationhereunder, (div) alter the terms of this Section 12.01; 12.1 or any other provision hereof specifying that the approval of all Lenders is required (eincluding such provisions contained in the first sentence of Section 11.18 and in Section 12.5(a)), (v) amend the definition of the term "Required Lenders" or any provision requiring the consent", approval or satisfaction of all of the Lenders; (fvi) waive any of the conditions condition precedent set forth in Article 5; Section 5.2(b), (gvii) discharge release collateral in any Obligor from its guaranty material amount, (viii) release guarantees in any material amount (provided that the Administrative Agent shall release, without the consent of any Lenders, any Guarantee of a Subsidiary all of whose stock (or substantially all of whose stock) is sold to a Person other than another Subsidiary in a sale that is otherwise permitted by this Agreement), (ix) permit any Liens not permitted by Section 8.3, (x) change the several nature of the obligations (unless of the stock of such Obligor is sold in accordance with the terms of Lenders under this Agreement); , (hxi) amend increase the definition $10,000,000 maximum aggregate limitation on Swingline Loans, or the $15,000,000 maximum aggregate limitation on the L/C Exposure, or the Foreign Currency Sublimit Dollar Amount (except that, for the avoidance of doubt, the Foreign Currency Sublimit Dollar Amount shall be increased pursuant to Section 2.16 automatically if the Total Revolving Credit Borrowing Base or Commitment is increased pursuant to Section 2.16), (xii) add any of further Person (beyond the terms therein contained; Borrowers) as a Person that may borrow from the Lenders under this Agreement, (xiii) add any currency (beyond dollars and the Foreign Currencies) as a currency in which Syndicated Loans may be made under this Agreement, or (ixiv) release all or permit the expiration date of any part Letter of Credit to be after the Collateral other than pursuant to a disposition of Property permitted under Section 8.07, Maturity Date; and provided, further, that no amendment, modification or waiver shall, unless in an instrument signed by Lenders whose aggregate Pro Rata Percentages equal or exceed 66?% or by the Administrative Agent acting with the consent of such Lenders, waive any requirement set forth in Section 2.10 or Section 8.1(i) for the reduction or termination of the Revolving Credit Commitments (it being agreed however that any extension of the fixed time for any such termination is governed by clause (i) of the immediately preceding proviso); and provided, further that any amendment of Article 11 hereof or any amendment which increases the obligations of the Administrative Agent hereunder shall require the prior written consent of the Administrative Agent. No failure on ; and provided further that any amendment which increases the part obligations of the Agent or any Lender to exercise, and no delay in exercising, any right Swingline Bank hereunder shall operate as a waiver thereof or preclude require the consent of the Swingline Bank; and provided further that any other or further exercise thereof or amendment which increases the exercise obligations of any other right. The remedies herein provided are cumulative and not exclusive the Issuing Bank hereunder shall require the consent of any remedies provided by lawthe Issuing Bank.

Amendments and Waivers; Remedies Cumulative. (a) Except as otherwise expressly provided in this Agreement or in any other Facility DocumentAgreement, any provision of this Agreement or any other Facility Document may be amended or modified only by an instrument in writing signed by the BorrowersBorrowers and the Parent, the Administrative Agent and the Required Lenders, or by the Borrowers and the Parent, and the Administrative Agent acting with the consent of the Required Lenders Lenders, and any provision of this Agreement or any other Facility Document may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no such amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders (excluding a Lender who at such time has failed or is refusing to make a Revolving Credit Loan as required by this Agreement) or by the Administrative Agent acting with the consent of all of the Lenders: (ai) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of the Revolving Credit Commitments; , (bii) extend the date fixed for the payment of principal of or interest on any Loan or any fee fees payable hereunder, or extend the date of payment of any L/C Obligation to a date that is after the Revolving Credit Termination Date or result in an expiration date of any Letter of Credit being after the Revolving Credit Termination Date; (ciii) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder or any L/C Obligationhereunder, (div) alter the terms of this Section 12.01; or any other provision hereof specifying that the approval of all Lenders is required (eincluding such provisions contained in Section 11.5(a)), (v) amend the definition of the term "Required Lenders" ", (vi) release collateral (if any) in any material amount, (vii) release or any provision requiring limit the consent, approval or satisfaction of all of the Lenders; (f) waive any of the conditions precedent set forth in Article 5; (g) discharge any Obligor from its guaranty of the obligations (unless the stock of such Obligor is sold in accordance with the terms of this Agreement); (h) amend the definition of the Revolving Credit Borrowing Base or any of the terms therein contained; Parent Guarantee or (iviii) release all or add any part of the Collateral currency (other than pursuant to Euro) as a disposition of Property permitted under Section 8.07, currency in which Loans may be made; and provided, further, that any amendment of Article 11 hereof 10 or any amendment which increases the obligations of the Administrative Agent hereunder shall require the prior written consent of the Administrative Agent. No failure on the part of the Agent or any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Amendments and Waivers; Remedies Cumulative. (a) Except as otherwise expressly provided in this Agreement or in any other Facility DocumentAgreement, any provision of this Agreement or any other Facility Document may be amended or modified only by an instrument in writing signed by the Borrowers (or by the Parent, on behalf of itself and the Foreign Subsidiary Borrowers), the Administrative Agent and the Required Lenders, or by the Borrowers (or by the Parent, on behalf of itself and the Foreign Subsidiary Borrowers), and the Administrative Agent acting with the consent of the Required Lenders Lenders, and any provision of this Agreement or any other Facility Document may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no such amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders (excluding a Lender who at such time has failed or is refusing to make a Revolving Credit Loan as required by this Agreement) or by the Administrative Agent acting with the consent of all of the Lenders: (ai) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of the Commitments; Revolving Credit Commitments (bexcept that, for the avoidance of doubt, the Revolving Credit Commitments may be increased pursuant to Section 2.16 without the approval or consent of any Lender other than each relevant Increasing Lender or Augmenting Lender referred to in Section 2.16), (ii) extend the date fixed for the payment of principal of or interest on any Loan or any fee payable hereunderLoan, or extend the date of payment of any L/C Obligation to a date that is after the Revolving Credit Termination Date or result reimbursement obligation in an expiration date respect of any Letter of Credit being after the Revolving Credit Termination Date; or any interest thereon or any fees payable hereunder, (ciii) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder or any L/C Obligationhereunder, (div) alter the terms of this Section 12.01; or any other provision hereof specifying that the approval of all Lenders is required (eincluding such provisions contained in Section 12.5(a)), (v) amend the definition of the term "Required Lenders" ", (vi) release collateral (if any) in any material amount, (vii) release or limit guarantees in any provision requiring material amount (provided that the consentAdministrative Agent shall release, approval or satisfaction without the consent of any Lenders, any Guarantee of a Subsidiary all of the Lenders; whose stock (for substantially all of whose stock) waive any of the conditions precedent set forth in Article 5; (g) discharge any Obligor from its guaranty of the obligations (unless the stock of such Obligor is sold to a Person other than another Subsidiary in a sale that is otherwise permitted by this Agreement or is otherwise disposed of in accordance with the terms of this Agreement); (h) amend the definition of the Revolving Credit Borrowing Base or any of the terms therein contained; , or (iviii) release all or any part the addition of the Collateral other than pursuant to a disposition of Property permitted under Section 8.07, currencies in which Loans can be made; and provided, further, that (x) any amendment of Article 11 hereof or any amendment which increases the obligations of the Administrative Agent hereunder shall require the prior written consent of the Administrative Agent. No failure on ; (y) any amendment which increases the part obligations of the Agent or any Lender to exercise, and no delay in exercising, any right Swingline Bank hereunder shall operate as a waiver thereof or preclude require the consent of the Swingline Bank; and (z) any other or further exercise thereof or amendment which increases the exercise obligations of any other right. The remedies herein provided are cumulative and not exclusive the Issuing Bank hereunder shall require the consent of any remedies provided by lawthe Issuing Bank.