Common use of Amendments, Consents and Waivers for Certain Actions Clause in Contracts

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) In the event Agent requests the consent of a Lender and such consent is denied, then Hellxx xx the Lender which assigned its interest in the Loans to such Lender (the "Assigning Lender") may, at its option, require such Lender to reassign its interest in the Loans to Hellxx xx the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from Borrower. In the event that Hellxx xx the Assigning Lender elects to require any Lender to reassign its interest to Hellxx xx the Assigning Lender, Hellxx xx the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will reassign its

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection SUBSECTION 8.3, in subsection SUBSECTION 9.2 or in any Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (BA) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (CB) In the event Agent requests the consent of a Lender and such consent is denied, then Hellxx xx Xxxxxx or the Lender which assigned its interest in the Loans to such Lender (the "Assigning Lender") may, at its option, require such Lender to reassign its interest in the Loans to Hellxx xx Xxxxxx or the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus PLUS accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from Borrower. In the event that Hellxx xx Xxxxxx or the Assigning Lender elects to require any Lender to reassign its interest to Hellxx xx Xxxxxx or the Assigning Lender, Hellxx xx Xxxxxx or the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will reassign itsits interest to Xxxxxx or the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice.

Amendments, Consents and Waivers for Certain Actions. (Aa) Except as otherwise provided Agent is authorized and empowered on behalf of the Lenders to amend or modify in this subsection 8.3, in subsection 9.2 or in any Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive writing any provision of this Agreement or another Loan Document which relates or pertains to the Borrower, or to consent to or waive Borrower's performance of any obligation on any Event of Default, only with the prior written consent of the other Loan Documents. (B) In Required Lenders; provided, however, that if another provision of this Agreement requires the event consent of all of the Lenders, any amendment, modification, consent or waiver as to such provision shall require the prior written consent of all of the Lenders. When Agent requests the consent of a Lender the Required Lenders or all of the Lenders, as applicable, and does not receive a written consent or denial thereof from any Lender within ten five (105) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied the giving of such consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. Any amendment fee paid by Borrower shall be for the pro-rata benefit of the Lenders. (Cb) In the event Agent requests the consent or approval of a Lender any Lender, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders and such consent or approval is deniednot received from the required Lenders, then Hellxx xx the Lender which assigned its interest in the Loans to such Lender (the "Assigning Lender") Agent may, at its option, require such Lender the nonconsenting Lender(s) to reassign assign its interest in the Loans Loan to Hellxx xx Agent and the Assigning other consenting Lenders who wish to participate in the purchase of the nonconsenting Lender's interest in the Loan, as applicable, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due such the nonconsenting Lender, which interest and fees will be paid when collected from Borrower. In The nonconsenting Lender shall assign its interest in the event that Hellxx xx Loan to the Assigning parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender elects who wishes to purchase a portion of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require any the nonconsenting Lender to reassign assign its interest in the Loan as set forth above. The Lenders who elect to Hellxx xx purchase a portion of the Assigning Lender, Hellxx xx the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such nonconsenting Lender's denialinterest in the Loan (including Agent, and if applicable) shall purchase such Lender will reassign itsinterest in proportion to their respective Pro Rata Shares.

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) In the event Agent requests the consent of a Lender and such consent is denied, then Hellxx xx Xxxxxx or the Lender which assigned its interest in the Loans to such Lender (the "Assigning LenderASSIGNING LENDER") may, at its option, require such Lender to reassign its interest in the Loans to Hellxx xx Xxxxxx or the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest interest, fees and fees expenses due such Lender, which interest interest, fees and fees expenses will be paid when collected from Borrower. In the event that Hellxx xx Xxxxxx or the Assigning Lender elects to require any Lender to reassign its interest to Hellxx xx Xxxxxx or the Assigning Lender, Hellxx xx Xxxxxx or the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will reassign itsits interest to Xxxxxx or the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice. The Consent of Borrower shall not be required for any assignment under this paragraph (C).

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 Section 9.3 or in any Lender Addition Agreement Sections 9.2 and 10.3 and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Administrative Agent's consent, the consent of Requisite Lenders and Borrower will shall be required to amend, modify, terminate, or waive any provision of this Agreement Agreement, including, but not limited to, any amendment, modification, termination, or any of the other Loan Documentswaiver with regard to Sections 5, 6 and 7. (B) In the event Administrative Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten five (105) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of given such consent. (C) In the event Administrative Agent requests the consent of a Lender and such consent is denied, then Hellxx xx IBJ, IBJSBCC or the Lender which assigned its interest in the Loans to such Lender (the "Assigning Lender") may, at its option, require such Lender to reassign its interest in the Loans to Hellxx xx IBJ, IBJSBCC or the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from BorrowerBorrowers. In the event that Hellxx xx IBJ, IBJSBCC or the Assigning Lender elects to require any Lender to reassign its interest to Hellxx xx IBJ, IBJSBCC or the Assigning Lender, Hellxx xx IBJ, IBJSBCC or the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will reassign itsits interest to IBJ, IBJSBCC or the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice. (D) In the event Administrative Agent waives (1) any Default arising under subsection 8.1(E) as a result of the breach of any of the provisions of Section 5 of this Agreement (other than any such breach which constitutes an Event of Default) or (2) any Default constituting a condition to the funding of any Revolving Loan or issuance of any Lender Letter of Credit or execution of a Risk Participation Agreement, such waiver shall expire on the date upon which the Default which was the subject of such waiver matures into an Event of Default pursuant to the terms of this Agreement.

Amendments, Consents and Waivers for Certain Actions. 11.5.1 No amendment, modification, supplement, extension, termination (Aother than a termination pursuant to Section 9.2) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent waiver of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan DocumentsDocument and no consent to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by all the Lenders (and in the case of any amendment, modification or supplement of or to any Loan Document to which the Borrower is a party, signed by the Borrower), and then any such waiver shall be effective only in the specific instance and for the specific purpose for which given. 11.5.2 Notwithstanding anything to the contrary contained herein, Agent may, at its sole discretion, release or compromise Collateral and the proceeds thereof having a total value not in excess of Five Million and 00/100 Dollars (B$5,000,000.00) in the aggregate, as determined by Agent, during the term of this Agreement. In the event Agent requests the consent of a Lender and does not receive a written consent approval or denial thereof within ten (10) Business Days after such Lender's ’s receipt of such request, then such Lender will be deemed to have denied the giving of such request for consent. (C) . In the event Agent requests the consent of a Lender and such consent is denied, then Hellxx xx Agent or the Lender which assigned its interest in the Loans Loan and Advances to such Lender (the "“Assigning Lender"”) may, at its option, require such Lender to reassign its interest in the Loans Advances to Hellxx xx Agent or the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from Borrower. In the event that Hellxx xx Agent or the Assigning Lender elects to require any Lender to reassign its interest to Hellxx xx Agent or the Assigning Lender, Hellxx xx Agent or the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's ’s denial, and such Lender will reassign itsits interest to Agent or the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice. Notwithstanding any other provision of this Agreement to the contrary, neither Agent nor an Assigning Lender may require a Lender to reassign its interest in the Loan and Advances pursuant to this Section 11.5.2 when the consent requested by Agent or such Assigning Lender is denied pursuant to this Section 11.5.2 or deemed to be denied by Majority Lenders.

Amendments, Consents and Waivers for Certain Actions. (Aa) Except as otherwise provided Agent is authorized and empowered on behalf of the Lenders to amend or modify in this subsection 8.3, in subsection 9.2 or in any Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive writing any provision of this Agreement or another Loan Document which relates or pertains to the Borrower, or to consent to or waive Borrower's performance of any obligation on any Event of Default, only with the prior written consent of the other Loan Documents. (B) In Required Lenders; provided, however, that if another provision of this Agreement requires the event consent of all of the Lenders, any amendment, modification, consent or waiver as to such provision shall require the prior written consent of all of the Lenders. When Agent requests the consent of a Lender the Required Lenders or all of the Lenders, as applicable, and does not receive a written consent or denial thereof from any Lender within ten five (105) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied the giving of such consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, release any Collateral or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. (Cb) In the event Agent requests the consent or approval of a Lender any Lender, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders and such consent or approval is deniednot received from the required Lenders, then Hellxx xx the Lender which assigned its interest in the Loans to such Lender (the "Assigning Lender") Agent may, at its option, require such Lender the nonconsenting Lender(s) to reassign assign its interest in the Loans Loan to Hellxx xx Agent and the Assigning other consenting Lenders who wish to participate in the purchase of the nonconsenting Lender's interest in the Loan, as applicable, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due such the nonconsenting Lender, which interest and fees will be paid when collected from Borrower. In The nonconsenting Lender shall assign its interest in the event that Hellxx xx Loan to the Assigning parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender elects who wishes to purchase a portion of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require any the nonconsenting Lender to reassign assign its interest in the Loan as set forth above. The Lenders who elect to Hellxx xx purchase a portion of the Assigning Lender, Hellxx xx the Assigning Lender, as applicable, will so notify such Lender in writing within forty-five (45) days following such nonconsenting Lender's denialinterest in the Loan (including Agent, and if applicable) shall purchase such Lender will reassign itsinterest in proportion to their respective Pro Rata Shares.

Amendments, Consents and Waivers for Certain Actions. (Aa) Except as otherwise provided in this subsection 8.3subsection, in subsection 9.2 9.15 or in any Lender Addition Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (Bb) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (Cc) In If, in connection with any proposed amendment, modification, termination or waiver of any of the event Agent requests provisions of this Agreement as contemplated by clauses (a) through (i) of the first proviso of subsection 9.15 regarding amendments, the consent of a Lender and such Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is deniedrequired is not obtained, then Hellxx xx Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (A) or (B) below, to either (A) replace each such non-consenting Lender which assigned its interest in with one or more Replacement Lenders pursuant to this subsection so long as each such Replacement Lender consents to the Loans to such proposed amendment, modification, termination or waiver Borrower may obtain, at Borrower's expense, a replacement Lender (the "Assigning Replacement Lender") may, at its option, require for such Lender to reassign its interest in the Loans to Hellxx xx the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such non-consenting Lender, which interest and fees will Replacement Lender shall be paid when collected from Borrowerreasonably satisfactory to Agent. In the event Borrower obtains a Replacement Lender that Hellxx xx the Assigning will refinance all outstanding Indebtedness owed to such non-consenting Lender elects to require any Lender to reassign and assume its interest to Hellxx xx the Assigning Lender, Hellxx xx the Assigning Lender, as applicable, will so notify such Lender in writing Commitments hereunder within forty-five ninety (4590) days following notice of Borrower's intention to do so, the non-consenting Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 9.8 regarding assignments and participations, provided that Borrower has reimbursed such non-consenting Lender for any administrative fees; or (B) terminate such non-consenting Lender's denialPro Rata Share of the Loan Commitment and prepay in full its Indebtedness to such non-consenting Lender as follows: Borrower may prepay in full all outstanding Indebtedness owed to such non-consenting Lender and terminate such non-consenting Lender's Pro Rata Share of the Loan Commitment, in which case the Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Indebtedness owed to such non-consenting Lender and terminate such Lender will reassign itsnon-consenting Lender's obligations under the Loan Commitment.