Common use of Amendments; Course of Dealing Clause in Contracts

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower of the Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower each Loan Party and the each Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the any Agent or any Lender to give notice to the Borrower Borrowers’ Representative of the Borrower's any Loan Party’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower Each Loan Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAdministrative Agent. No Subject to Article 16, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Administrative Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Administrative Agent by or on behalf of the Borrower Loan Parties (and any other guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Agent and each Revolving Credit Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Revolving Credit Lender to give notice to the Borrower of the Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability Borrowing Base is determined shall obligate the Lender Agent to continue to determine Availability Borrowing Base in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent given in accordance with the provisions of this Agreement. No Subject to Article 15:, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers and the Agents and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agents or any Lender to give notice to the Lead Borrower of the Borrower's Borrowers' having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability is determined shall obligate the Lender Agents to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No Subject to Article VI of the Agency Agreement, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, an Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender any Agent shall be in reliance upon all representations and warranties theretofore made to the Lender that Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower of the Borrower's ’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Lender to give notice to the Borrower of the Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender Agent in the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the LenderAgent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Obligors, the Agent and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Agent or Lenders to give notice to the Lead Borrower of the Borrower's Obligors’ having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower Obligors may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Notwithstanding the foregoing sentence, any increase in the Revolving Credit Loan Ceiling, up to a maximum of $85,000,000, shall be deemed effective upon and with express written consent of the Borrowers and the Administrative Agent and those Lenders that agree in writing to increase their Revolving Credit Commitments in connection with such increase. Any modification, amendment, or waiver provided by the Lender Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Administrative Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between among the Borrower Borrowers, Agents and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Administrative Agent to give notice to the any Borrower of the such Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender Administrative Agent in the manner by which Availability is determined shall obligate the Lender Administrative Agent to continue to determine Availability in that manner. (b) . The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderRequired Lenders or such other Persons' consent as may be required by Section 13-17. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the a Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Required Lenders shall be in reliance upon all representations and warranties theretofore made to the Lender Lenders by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded by the Lenders in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the any Borrower of the such Borrower's ’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Any Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the any Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers, the Guarantors, and the Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Lender to give notice to the Borrower Borrowers or Guarantors of the Borrower's Borrowers' or Guarantors' having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty 187 or covenant or the amendment of the subject Loan Document. No change made by the Lender Agent in the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower Borrowers and Guarantors may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the LenderAgent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given. (c) The following provisions of this Agreement may be amended without the consent of the Lead Borrower or any Borrower or any Guarantor (a copy of which amendments shall be provided by the Agent to the Lead Borrower):

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers and the Agents and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No 154 162 failure by the Agents or any Lender to give notice to the Lead Borrower of the Borrower's Borrowers' having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability is determined shall obligate the Lender Agents to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No Subject to Article XVI, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, an Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender any Agent shall be in reliance upon all representations and warranties theretofore made to the Lender that Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower each Credit Party and the Administrative Agent, the Issuer and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. Notwithstanding the foregoing, Sections 2, 3 and 4 of the Commitment Letter, dated as of January 24, 2001, among the Lead Borrower and the other parties thereto, shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby. No failure by the Administrative Agent, the Issuer or any Lender to give notice to the Lead Borrower of the Borrowerany Credit Party's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower Each Credit Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAdministrative Agent. No Subject to Article 15, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Administrative Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Administrative Agent by or on behalf of the Borrower Credit Parties (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given. (c) Each reference in the Loan Documents to the exercise of discretion or the like by the Administrative Agent, the Issuer or any Lender shall be to such Person's exercise of its judgment, in good faith, based upon such Person's consideration of any such factors as the Administrative Agent, the Issuer or that Lender, determines as having a material bearing on credit risks associated with the providing of Loans and financial accommodations to the Borrowers, taking into account information of which that Person then has actual knowledge. The burden of establishing the failure of the Administrative Agent, the Issuer or any Lender to have acted in a reasonable manner in such Person's exercise of such discretion shall be the Borrowers'.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers and the Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Lender to give notice to the Borrower Borrowers of the Borrower's Borrowers' having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender Agent in the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the LenderAgent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrowers (c) The following provisions of this Agreement may be amended without the consent of the Lead Borrower or any Borrower (and any guarantor, endorser, or surety a copy of which amendments shall be provided by the Liabilities) and consequently may be rescinded in Agent to the event that any of such representations or warranties was not true and complete in all material respects when given.Lead Borrower): Article Relates To ------- ----------

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower each Loan Party and the Agent and each Revolving Credit Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Revolving Credit Lender to give notice to the Lead Borrower of the Borrowerany Loan Party's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability Borrowing Base is determined shall obligate the Lender Agent to continue to determine Availability Borrowing Base in that manner. (b) The Borrower Each Loan Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No Subject to Article 15, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower Loan Parties (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower Borrowers of the Borrower's Borrowers’ having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower each Credit Party and the Administrative Agent, the Issuer and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. Notwithstanding the foregoing, Sections 2, 3, and 4 of the Commitment Letter shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby. No failure by the Administrative Agent, the Issuer or any Lender to give notice to the Lead Borrower of the Borrowerany Credit Party's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower Each Credit Party may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAdministrative Agent. No Subject to Article 15, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Administrative Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Administrative Agent by or on behalf of the Borrower Credit Parties (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given. -108- 118 (c) Each reference in the Loan Documents to the exercise of discretion or the like by the Administrative Agent, the Issuer or any Lender shall be to such Person's exercise of its judgment, in good faith, based upon such Person's consideration of any such factors as the Administrative Agent, the Issuer or that Lender, determines as having a material bearing on credit risks associated with the providing of Loans and financial accommodations to the Borrowers, taking into account information of which that Person then has actual knowledge. The burden of establishing the failure of the Administrative Agent, the Issuer or any Lender to have acted in a reasonable manner in such Person's exercise of such discretion shall be the Borrowers'.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrower, the Agent, and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Agent to give notice to the Borrower of the Borrower's ’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the LenderAgent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower of the Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in to the manner by which Availability Borrowing Base is determined shall obligate the Lender to continue to determine Availability Borrowing Base in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No Subject to Article 15, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Lender then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Obligors, the Agent and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Agent or Lenders to give notice to the Lead Borrower of the Borrower's Obligors’ having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower Obligors may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Notwithstanding the foregoing sentence, any increase in the Revolving Credit Loan Ceiling, up to a maximum of $75,000,000, shall be deemed effective upon and with express written consent of the Borrowers and the Administrative Agent and those Lenders that agree in writing to increase their Revolving Credit Commitments in connection with such increase. Any modification, amendment, or waiver provided by the Lender Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Administrative Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the each Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Lead Borrower of the any Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in to the manner by which Availability the Borrowing Base is determined shall obligate the Lender to continue to determine Availability the Borrowing Base in that manner. (b) The Each Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Lender then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower of the Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in to the manner by which Availability the Borrowing Base is determined shall obligate the Lender to continue to determine Availability the Borrowing Base in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Lender then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower of the Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in to the manner by which Availability Borrowing Base is determined shall obligate the Lender to continue to determine Availability Borrowing Base in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Lender then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers and the Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Lender to give notice to the Borrower Borrowers of the Borrower's Borrowers' having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender Agent in the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the LenderAgent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given. (c) The following provisions of this Agreement may be amended without the consent of the Lead Borrower or any Borrower (a copy of which amendments shall be provided by the Agent to the Lead Borrower): Article Relates To ------- ---------- 13: Revolving Credit Fundings and Distributions

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between among the Borrower Borrowers, Agents and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Administrative Agent to give notice to the any Borrower of the such Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender Administrative Agent in the manner by which Availability is determined shall obligate the Lender Administrative Agent to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderRequired Lenders or such other Persons' consent as may be required by Section 17-17. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the a Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Required Lenders shall be in reliance upon all representations and warranties theretofore made to the Lender Lenders by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded by the Lenders in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Obligors, the Term Agent and the LenderTerm Lenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Term Agent or Term Lenders to give notice to the Lead Borrower of the Borrower's Obligors’ having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrower Obligors may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderTerm Agent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Term Agent then by a duly authorized officer thereof)) except as otherwise provided in Section 15.14 hereof. Any modification, amendment, or waiver provided by the Lender Term Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Term Administrative Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrower of the Borrower's ’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in to the manner by which Availability Borrowing Base is determined shall obligate the Lender to continue to determine Availability Borrowing Base in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Lender then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between among the Borrower Borrowers, Agents and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Administrative Agent to give notice to the any Borrower of the such Borrower's ’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender Administrative Agent in the manner by which Availability is determined shall obligate the Lender Administrative Agent to continue to determine Availability in that manner. (b) . The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderRequired Lenders or such other Persons’ consent as may be required by Section 14-17. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the a Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Required Lenders shall be in reliance upon all representations and warranties theretofore made to the Lender Lenders by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded by the Lenders in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the each Borrower and the Agent and each Revolving Credit Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Revolving Credit Lender to give notice to the Lead Borrower of the any Borrower's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability Borrowing Base is determined shall obligate the Lender Agent to continue to determine Availability Borrowing Base in that manner. (b) The Each Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No Subject to Article 15, no consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower and the Agent and each Lender, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or any Lender to give notice to the Borrower of the Borrower's ’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability Borrowing Base is determined shall obligate the Lender Agent to continue to determine Availability Borrowing Base in that manner. (b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent given in accordance with the provisions of this Agreement. No consentSubject to Article 15, no modification, amendment, or waiver of any provision of any Loan Document and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given. Any such amendment, waiver or consent as described in this Section 19.5(b) shall be effective only in the specific instance and for the specific purpose for which given. (c) No amendment, waiver or consent shall, unless in writing and signed by the Issuer in addition to the Revolving Credit Lenders and the Term Loan Lenders required above, affect the rights or duties of the Issuer under this Agreement or any Issuer Document relating to any L/C issued or to be issued by it. No amendment, waiver or consent shall, unless in writing and signed by the SwingLine Lender in addition to the Revolving Credit Lenders and the Term Loan Lenders required above, affect the rights or duties of the SwingLine Lender under this Agreement. No amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Revolving Credit Lenders and Term Loan Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Delinquent Revolving Credit Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Loan Commitment of such Revolving Credit Lender may not be increased or extended without the consent of such Revolving Credit Lender.

Amendments; Course of Dealing. (a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower Borrowers, the Agent and the LenderLenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender Agent or Lenders to give notice to the Lead Borrower of the Borrower's Borrowers' having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in Agent to the manner by which Availability is determined shall obligate the Lender Agent to continue to determine Availability in that manner. (b) The Borrower Borrowers may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAgent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, Agent then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender Agent shall be in reliance upon all representations and warranties theretofore made to the Lender Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

Amendments; Course of Dealing. (a) This Agreement and the other The Loan Documents incorporate all discussions and negotiations between the Borrower and the Lender, either express or implied, parties concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstandingtherein. No such discussions, discussions and negotiations, nor any custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice to the Borrowers' Representative or any Borrower of the Borrowerthat Person's having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Lender in the manner by which Availability is determined shall obligate the Lender to continue to determine Availability in that manner. (b) The Borrowers' Representative and any Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the LenderAdministrative Agent . No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lenderan Agent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender any Agent shall be in reliance upon all representations and warranties theretofore made to the Lender that Agent by or on behalf of the Borrower Borrowers (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given. (c) The following provisions of this Agreement may be amended without the consent of the Borrowers' Representative or any Borrower (a copy of each of which amendments shall be provided by the Administrative Agent to the Borrowers' Representative):