Common use of Consents Amendments and Waivers Clause in Contracts

Consents Amendments and Waivers. Any consent or approval -------------------------------- required or permitted by this Agreement to be given by all of the Banks may be given, and any term of this Agreement or any instrument related hereto may be amended, and the performance or observance by the Company or any of its Subsidiaries of any terms of this Agreement or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Company and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes, the term of the Notes, the Total Commitment, the Commitment Percentage of any Bank, and the amount of the Annual Fee and Commitment Fee hereunder may not be changed without the written consent of the Company and the written consent of each Bank affected thereby; the definition of Majority Banks may not be amended without the written consent of all of the Banks; and the amount of the agents' fees and Section 10 may not be amended without the written consent of the Administrative Agent and, if affected thereby, the Syndication Agent and/or Documentation Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Company shall entitle the Company to other or further notice or demand in similar or other circumstances.

Consents Amendments and Waivers. Any consent or approval -------------------------------- required or permitted by this Agreement to be given by all of the Banks may be given, and any term of this Agreement or any instrument related hereto may be amended, and the performance or observance by the Company or any of its Subsidiaries of any terms of this Agreement or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Company and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes, the term of the Notes, the Total Commitment, the Commitment Percentage of any Bank, and the amount of the Annual Fee and Commitment Facility Fee hereunder may not be changed without the written consent of the Company and the written consent of each Bank affected thereby; the definition of Majority Banks may not be amended without the written consent of all of the Banks; and the amount of the agents' Administrative Agent's fees and Syndication Agent's fees and Section 10 may not be amended without the written consent of the Administrative Agent or Syndication Agent, as applicable, and, if affected thereby, the Syndication Agent and/or Documentation Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Company shall entitle the Company to other or further notice or demand in similar or other circumstances.