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

Amendments and Waivers; Remedies Cumulative. (a) Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be amended or modified only by an instrument in writing signed by the Borrowers 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, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase or extend the term, or extend the time for the reduction or termination, of the Revolving Credit Commitments, (ii) extend the date fixed for the payment of principal of or interest on any Loan or any fees payable hereunder, (iii) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder, (iv) alter the terms of this Section or any other provision hereof specifying that the approval of all Lenders is required (including 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 limit the Parent Guarantee or (viii) add any currency (other than Euro) as a currency in which Loans may be made; and provided, further, that any amendment of Article 10 or any amendment which increases the obligations of the Administrative Agent hereunder shall require the consent of the Administrative Agent. (b) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Parent or any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (a) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.

Amendments and Waivers; Remedies Cumulative. (a) Except as otherwise expressly provided in this AgreementAgreement 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 and the ParentBorrowers, 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: (ia) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of the Revolving Credit Commitments, ; (iib) extend the date fixed for the payment of principal of or interest on any Loan or any fees 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; (iiic) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunderhereunder or any L/C Obligation, (ivd) alter the terms of this Section or any other provision hereof specifying that the approval of all Lenders is required 12.01; (including such provisions contained in Section 11.5(a)), (ve) amend the definition of the term "Required Lenders"" or any provision requiring the consent, approval or satisfaction of all of the Lenders; (vif) 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 collateral (if any) in all or any material amount, (vii) release or limit part of the Parent Guarantee or (viii) add any currency (Collateral other than Euro) as pursuant to a currency in which Loans may be made; disposition of Property permitted under Section 8.07, and provided, further, that any amendment of Article 10 11 hereof or any amendment which increases the obligations of the Administrative Agent hereunder shall require the prior written consent of the Administrative Agent. (b) . No failure or delay by on the Administrative part of the Agent or any Lender to exercise, and no delay in exercising exercising, any right or power hereunder shall operate as a waiver thereof, nor shall any single thereof or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or powerright. The rights and remedies of the Administrative Agent and the Lenders hereunder herein provided are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure provided by the Parent or any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (a) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the timelaw.

Amendments and Waivers; Remedies Cumulative. (a) Except as otherwise expressly provided in this Agreement, any provision of this Agreement 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 ParentForeign Subsidiary Borrowers), the Administrative Agent and the Required Lenders, or by the Borrowers (or by the Parent, on behalf of itself and the ParentForeign Subsidiary Borrowers), and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase or extend the term, or extend the time for the reduction or termination, of the Revolving Credit CommitmentsCommitments (except 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 Loan, the reimbursement obligation in respect of any Letter of Credit or any interest thereon or any fees payable hereunder, (iii) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder, (iv) alter the terms of this Section or any other provision hereof specifying that the approval of all Lenders is required (including such provisions contained in Section 11.5(a12.5(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 material amount (provided that the Parent 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 or is otherwise disposed of in accordance with this Agreement), or (viii) add any currency (other than Euro) as a currency the addition of currencies in which Loans may can be made; and provided, further, that (x) any amendment of Article 10 11 or any amendment which increases the obligations of the Administrative Agent hereunder shall require the consent of the Administrative Agent; (y) any amendment which increases the obligations of the Swingline Bank hereunder shall require the consent of the Swingline Bank; and (z) any amendment which increases the obligations of the Issuing Bank hereunder shall require the consent of the Issuing Bank. (b) No failure or delay by the Administrative Agent Agent, the Issuing Bank, the Swingline Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent Agent, the Issuing Bank, the Swingline Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Parent or any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (a) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent Agent, any Lender, the Swingline Bank or any Lender the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.

Amendments and Waivers; Remedies Cumulative. (a) Except as otherwise expressly provided in this Agreement, any provision of this Agreement 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 ParentForeign Subsidiary Borrowers), the Administrative Agent and the Required Lenders, or by the Borrowers (or by the Parent, on behalf of itself and the ParentForeign Subsidiary Borrowers), and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no amendment, modification or waiver shall, unless by an instrument signed by all of the Lenders or by the Administrative Agent acting with the consent of all of the Lenders: (i) increase or extend the term, or extend the time for the reduction or termination, of the Revolving Credit CommitmentsCommitments (except 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 fees payable hereunder, (iii) reduce the amount of any payment of principal thereof or the rate at which interest is payable thereon or any fee payable hereunder, (iv) alter the terms of this Section 12.1 or any other provision hereof specifying that the approval of all Lenders is required (including such provisions contained in the first sentence of Section 11.5(a11.18 and in Section 12.5(a)), (v) amend the definition of the term "Required Lenders", (vi) waive the condition precedent set forth in Section 5.2(b), (vii) release collateral (if any) in any material amount, (viiviii) 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 limit 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 Parent Guarantee several nature of the obligations of the Lenders under this Agreement, (xi) increase the $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 (viiiexcept 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 Commitment is increased pursuant to Section 2.16), (xii) add any further Person (beyond the Borrowers) as a Person that may borrow from the Lenders under this Agreement, (xiii) add any currency (other than Eurobeyond dollars and the Foreign Currencies) as a currency in which Syndicated Loans may be mademade under this Agreement, or (xiv) permit the expiration date of any Letter of Credit to be after the 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 10 11 hereof or any amendment which increases the obligations of the Administrative Agent hereunder shall require the consent of the Administrative Agent; and provided further that any amendment which increases the obligations of the Swingline Bank hereunder shall require the consent of the Swingline Bank; and provided further that any amendment which increases the obligations of the Issuing Bank hereunder shall require the consent of the Issuing Bank. (b) No failure or delay by the Administrative Agent Agent, the Issuing Bank, the Swingline Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent Agent, the Issuing Bank, the Swingline Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Parent or any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (a) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent Agent, any Lender, the Swingline Bank or any Lender the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.