Common use of CONSENTS, AMENDMENTS, WAIVERS, ETC Clause in Contracts

CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, the Majority Lenders and Borrower, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment, waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 5, or any Events of Default set forth in Sections 8(g) or (h); (ii) subject any of the Lenders to any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Event; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h) or this Section 20, (vii) amend the definition of any of the terms "Majority Lenders", "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible Container", "Eligible Lease", "Conversion Date", "Refinancing Event" or any defined term used in any of the foregoing definitions; (viii) release all or any substantial part of the Collateral from the Lien of the Security Agreement except in accordance with the provisions of Section 7.12 hereof; (ix) release either the Borrower or the Parent Guarantor from its obligations hereunder or under any of the other Loan Documents; or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key Officers. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document.

CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment Any consent or waiver of approval required or permitted by this Credit Agreement to be given by the Lenders may be given, and any provision term of this Credit Agreement, the Notes other Loan Documents or any other Loan Documentinstrument related hereto or mentioned herein may be amended, nor consent to any departure and the performance or observance by the Borrower therefrom, shall in Borrowers of any event be effective unless the same shall be in writing and signed by the Agentterms of this Credit Agreement, the Majority Lenders and Borrower, and other Loan Documents or such waiver other instrument or consent shall the continuance of any Default or Event of Default may be effective only waived (either generally or in the specific a particular instance and for either retroactively or prospectively) with, but only with, the specific purpose for which givenwritten consent of the Borrowers and the written consent of the Majority Lenders. Notwithstanding the foregoing, (a) no amendment, modification or waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: thereby (i) waive any decrease the rate of interest on the conditions specified in Sections 4 or 5Term Loan Notes, or any Events of Default set forth in Sections 8(g) or (h); (ii) subject any extend the maturity of the Lenders to any additional Obligations includingTerm Loan Notes, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Event; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h) or this Section 20, (vii) amend the definition of any of the terms "Majority Lenders", "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible Container", "Eligible Lease", "Conversion Date", "Refinancing Event" or any defined term used in any of the foregoing definitions; (viii) release all or substantially all of the Collateral, (iv) increase the amount of the Term Loan Commitments of such Lenders. No waiver shall extend to or affect any substantial obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Collateral from Borrowers shall entitle the Lien of the Security Agreement except Borrowers to other or further notice or demand in accordance with the provisions of Section 7.12 hereof; (ix) release either the Borrower similar or the Parent Guarantor from its obligations hereunder or under any of the other Loan Documents; or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key Officers. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Documentcircumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permitted by this Agreement to be given by the Banks may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any Borrowers of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrowers and the Majority Banks, provided, however, that: (a) Without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of the Loan Accounts and all Notes, or if no principal is outstanding, of the Total Commitment, (i) no reduction in the principal amount of, interest rate on, Commitment Fees relating to the Advances or Term Loans or the Facility Fee shall be made; and (ii) no extension or postponement of the stated time of payment of the principal amount of, interest on, Commitment Fees relating to, the Advances or Term Loans or the Facility Fee shall be made; and (iii) no increase in the amount, or extension of the term, of the Total Commitment beyond those provided for hereunder shall be made; (iv) no modification of, or amendment to, or waiver of compliance with, the provisions of Sections 8(a), (b), (f), (g) or (h) or 11.5 hereof shall be made. No amendment modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor and no consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, required percentage of the Majority Lenders and BorrowerBanks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment, No notice or demand on any Borrower in any case shall entitle any such Borrower or any other Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 5, or any Events of Default set forth in Sections 8(g) or (h); (ii) subject any of the Lenders to any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Event; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, (v) change the number of Lenders which shall be required for the Lenders, or any of them, Banks' right to take any other or further action hereunderin any circumstances without notice or demand. No failure or delay on the Agent's or the Banks' part in exercising any right hereunder shall operate as a waiver thereof; (vi) amend nor shall any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h) single or this Section 20, (vii) amend partial exercise thereof preclude any other or further exercise thereof or the definition exercise of any of the terms "Majority Lenders"other right. No right, "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible Container", "Eligible Lease", "Conversion Date", "Refinancing Event" power or any defined term used in any of the foregoing definitions; (viii) release all or any substantial part of the Collateral from the Lien of the Security Agreement except in accordance with the provisions of Section 7.12 hereof; (ix) release either the Borrower remedy conferred hereby upon Agent or the Parent Guarantor from its obligations hereunder or under any of the other Loan Documents; or (xi) permit the creation Banks shall be exclusive of any Lien on the Collateral ranking prior toother right, power or on parity withremedy referred to herein or now or hereafter available at law, the Lien created in equity, by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key Officers. In addition, no amendment, waiver statute or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Documentotherwise.

CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by the any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, the Majority Lenders and Borrowerthe Borrowers, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment, waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 5Section 4, or any Events of Default set forth in Sections 8(gSection 8(h) or (hi); (ii) subject any of the Lenders to any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Eventobligations; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, ; (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h17(h) or this Section 2021, (vii) amend the definition of any of the terms "Majority Lenders", "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible ContainerEquipment", "Eligible Lease", "Conversion Date", "Refinancing Event" or any defined term used in any of the foregoing definitions; (viii) release all or any substantial part of the Collateral from the Lien of the Security Agreement Agreements except in accordance with the provisions of Section Sections 5.2 and 7.12 hereof; (ix) release either the any Borrower or the Parent Guarantor from its obligations hereunder or under any of the other Loan Documents; or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key OfficersAgreements. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document.

CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, the Majority Lenders and the Borrower, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment, waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 5Section 4, or any Events of Default set forth in Sections 8(gSection 8(h) or (hi); (ii) subject any of the Lenders to any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Eventobligations; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, ; (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h17(h) or this Section 2021, (vii) amend the definition of any of the terms "Majority Lenders", "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible ContainerEquipment", "Eligible Lease", "Conversion Date", "Refinancing Event" or any defined term used in any of the foregoing definitions; (viii) release all or any substantial part of the Collateral from the Lien of the Security Agreement Agreements except in accordance with the provisions of Section Sections 2.7(g) and 7.12 hereof; (ix) release either the Borrower or Borrower, the Parent Guarantor or Interpool Limited from its obligations hereunder or under any of the other Loan Documents; or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key OfficersAgreements. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document.

CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment or waiver of any provision of this Agreement, the Class A Notes, the Class B Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, the Majority Lenders and Borrower, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment, waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 5, or any Events of Default set forth in Sections 8(g) or (h); (ii) subject any of the Lenders to any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Event; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h) or this Section 20, (vii) amend the definition of any of the terms "Majority Lenders", "Fair Market Value", "Net Book Value", "Finance Lease Value", "Eligible Container", "Eligible Lease", "Conversion Date", "Refinancing Event" or any defined term used in any of the foregoing definitions; (viii) release all or any substantial part of the Collateral from the Lien of the Security Agreement except in accordance with the provisions of Section 7.12 hereof; (ix) release either the Borrower or the Parent Guarantor from its obligations hereunder or under any of the other Loan Documents; or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key Officers. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document.2.7

CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, the Majority Lenders and Borrower, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment, waiver or consent shall, without the prior written consent of each Lender affected thereby, do any of the following: (i) waive any of the conditions specified in Sections 4 or 54, or any Events of Default set forth in Sections 8(g) or (h); (ii) subject any of the Lenders to any additional Obligations including, without limitation, obligating any Lender to restore its Commitment to make additional Credit Loans following the termination of its Commitment after the occurrence of either an Event of Default or any Early Amortization Eventobligations; (iii) reduce the principal of or interest owing on any Note, or any fees or other amounts payable hereunder; (iv) postpone any date fixed for any payment in respect of, or waive any default in the payment of any, principal of or interest on any Credit Loans or any fees or other amounts payable hereunder, (v) change the number of Lenders which shall be required for the Lenders, or any of them, to take any action hereunder; (vi) amend any of Section 2.5, Section 2.7(b), Section 2.7(c), Section 16(h) or this Section 20, (vii) amend the definition of any of the terms "“Majority Lenders"”, "“Fair Market Value"”, "“Net Book Value"”, "“Finance Lease Value"”, "“Eligible Container"”, "“Eligible Lease", "Conversion Date", "Refinancing Event" ” or any defined term used in any of the foregoing definitions; (viii) release all or any substantial part of the Collateral from the Lien of the Security Agreement except in accordance with the provisions of Section 7.12 hereof; (ix) release either the Borrower or the Parent Guarantor from its obligations hereunder or under any of the other Loan Documents; Documents or (xi) permit the creation of any Lien on the Collateral ranking prior to, or on parity with, the Lien created by the Security Agreement. Notwithstanding the foregoing only the prior written consent of the Agent shall be necessary for the approval of Key Officers. In addition, no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document.