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

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required or permitted by this Loan Agreement to be given by the Lenders may be given, and any term of this Loan Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers of any terms of this Loan Agreement, the other Loan Documents or such other instrument 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 Borrowers and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall: (a) without the written consent of the Borrowers and each Lender directly affected thereby: (i) reduce, delay or forgive the principal amount of any Loans or reduce the rate of interest on the Loans or the priority thereof or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to Section 5.10 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; (iii) postpone or extend the Legal Final Payment Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and (iv) other than pursuant to a Permitted Securitization or any other transaction permitted by the terms of this Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrowers or any Subsidiary of a Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (b) without the written consent of all of the Lenders, amend or waive this Section 16.12 or the definition of "Required Lenders"; (c) without the written consent of the Administrative Agent, amend or waive Section 14, the amount or time of payment of any Agent Fee payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent; (d) without the consent of the holder of the Seller Loan or the trustee of the High Yield Bonds, as the case may be, reduce, delay or forgive the IO Distributable Amount otherwise payable to the holder of the Seller Loan or the trustee of the High Yield Bonds; or (e) without the consent of any affected counterparty (other than any Borrower or any of its Affiliates) to any Hedging Agreement, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Loan Credit Agreement to be given by the Lenders or the Agent may be given, and any term of this Loan Agreement, the other Loan Documents Credit Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers of any terms of this Loan Agreement, the other Loan Documents Credit Agreement or such other instrument 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 Borrowers and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification amendment or waiver shall: (a) , without the prior written consent of the Borrowers Agent and each Lender directly affected thereby: (i) reduce, delay or forgive the principal amount of any Loans or reduce the rate of interest on the Loans or the priority thereof or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to Section 5.10 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; (iii) postpone or extend the Legal Final Payment Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and (iv) other than pursuant to a Permitted Securitization or any other transaction permitted by the terms of this Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrowers or any Subsidiary of a Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (b) without the written consent of all of the Lenders, amend (a) extend the fixed maturity or waive this Section 16.12 reduce the principal amount of, or reduce the definition rate or extend the time of "Required Lenders"; (c) without the written consent payment of the Administrative Agentinterest on, amend or waive Section 14, reduce the amount or extend the time of payment of any Agent Fee payable for principal or interest of, any Note; (b) change or waive the Administrative Agent's account Total Commitment or any Revolving Loan Commitment (other provision applicable than reductions in the Revolving Loan Commitments pursuant to ss.2.3) or Percentage; (c) amend or waive this ss.25 or amend or waive the Administrative Agent; definition of Required Lenders; (d) without change or waive the consent amount or payment terms of the holder of the Seller Loan fees due hereunder; or the trustee of the High Yield Bonds, as the case may be, reduce, delay or forgive the IO Distributable Amount otherwise payable to the holder of the Seller Loan or the trustee of the High Yield Bonds; or (e) without the consent of any affected counterparty (other than any Borrower amend or waive any of its Affiliatesss.8 or ss.9.1(a), (f) to any Hedging Agreement, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof. No waiver shall extend to (g) 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstancesss.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Credit Agreement, any consent or approval required or permitted by this Loan Credit Agreement to be given by the Lenders or the Agent may be given, and any term of this Loan Agreement, the other Loan Documents Credit Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers any Borrower of any terms of this Loan Agreement, the other Loan Documents Credit Agreement or such other instrument 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 Borrowers DRC and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification amendment or waiver shall: (a) , without the prior written consent of the Borrowers Agent and each Lender directly affected thereby: (i) reduce, delay or forgive the principal amount of any Loans or reduce the rate of interest on the Loans or the priority thereof or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to Section 5.10 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; (iii) postpone or extend the Legal Final Payment Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and (iv) other than pursuant to a Permitted Securitization or any other transaction permitted by the terms of this Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrowers or any Subsidiary of a Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (b) without the written consent of all of the Lenders, amend (a) extend the fixed maturity or waive this Section 16.12 reduce the principal amount of, or reduce the definition rate or extend the time of "Required Lenders"; (c) without the written consent payment of the Administrative Agentinterest on, amend or waive Section 14, reduce the amount or extend the time of payment of any Agent Fee payable for principal or interest of, any Note (including any extensions of the Administrative Agent's account Facility A Revolving Credit Note pursuant to 2.4); (b) change or waive the Total Commitment or any Commitment (other provision applicable than reductions in Commitments pursuant to 2.3) or Percentage; (c) amend or waive this 25 or amend or waive the Administrative Agent; definition of Required Lenders; (d) without change or waive the consent amount or payment terms of the holder of the Seller Loan any fees due hereunder; or the trustee of the High Yield Bonds, as the case may be, reduce, delay or forgive the IO Distributable Amount otherwise payable to the holder of the Seller Loan or the trustee of the High Yield Bonds; or (e) without the consent of any affected counterparty amend or waive 8(c) or 9.1(a), (other than any Borrower f) or any of its Affiliates(g) to any Hedging Agreement, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof11. No waiver shall extend to or affect any obligation not expressly waived or nor impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender Lenders in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers a Borrower shall entitle the Borrowers a Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Loan Agreement to be given by the Lenders may be given, and any term of this Loan Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers Borrower or the Guarantors of any terms of this Loan Agreement, the other Loan Documents Agreement or such other instrument 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 Borrowers and Majority Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of the Required Lenders, a modification or waiver of definition of Borrowing Base Availability or any of the covenants set forth in, §8.7, §9.1, §9.2, §9.3, §9.4, §9.5, §9.6, §9.7, §9.8, §9.9, §9.10 or §9.11. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; (f) an extension of the Revolving Credit Maturity Date or Term Loan Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or any Collateral except as otherwise provided in this Agreement; (i) an amendment of the definition of Majority Lenders, Majority Revolving Credit Lenders or Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders, Majority Revolving Credit Lenders or the Majority Lenders to require a lesser number of Lenders to approve such action. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver shall: (a) without the written consent of the Borrowers and each Lender directly affected thereby: (i) reduce, delay or forgive the principal amount of any Loans or reduce provision in the rate of interest on the Loans or the priority thereof or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to Section 5.10 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; (iii) postpone or extend the Legal Final Payment Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing Loan Documents with respect to the Swing Loans and other Obligations shall require only the approval of the Required Lenders); and (iv) other than pursuant to a Permitted Securitization or any other transaction permitted by the terms of this Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrowers or any Subsidiary of a Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (b) without the written consent of all of the Lenders, amend or waive this Section 16.12 or the definition of "Required Lenders"; (c) without the written consent of the Administrative Agent, amend or waive Section 14, the amount or time of payment of any Agent Fee payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent; (d) without the consent of the holder Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Seller Loan or the trustee Documents with respect to Letters of the High Yield Bonds, as the case may be, reduce, delay or forgive the IO Distributable Amount otherwise payable to the holder of the Seller Loan or the trustee of the High Yield Bonds; or (e) Credit without the consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected counterparty (Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that the Commitment of any Defaulting Lender may not be increased without the consent of such Lender. The Borrower agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and the Arranger in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of its Affiliates) to any Hedging Agreement, reduce, delay, forgive or change the relative priority obligations of any amounts owing to such Person in accordance with the terms hereofBorrower hereunder. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers Borrower shall entitle the Borrowers Borrower to other or further notice or demand in similar or other circumstances.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Loan Agreement to be given by the Lenders Banks may be given, and any term of this Loan Agreement, the other Loan Documents Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers Borrower of any terms of this Loan Agreement, the other Loan Documents Agreement or such other instrument or the continuance of any Default or Event of Default or any condition or term hereof 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 Borrower and the written consent of the Required LendersAgent or the requisite number of Banks, as provided in the immediately following sentence. Notwithstanding the foregoingThe Agent shall not, no amendment, modification or waiver shall: (a) without the prior written consent of the Borrowers Required Banks, agree to the modification, amendment, waiver or release of any of the terms of this Agreement, the Pledge Agreement, the Collateral Agency Agreement or the Obligations, or any other document relative thereto, to consent to any action or failure to act by the Borrower, and each Lender directly affected thereby: to exercise or refrain from exercising any powers or rights which the Lenders may have under or in respect of this Agreement, the Pledge Agreement, the Collateral Agency Agreement or the Obligations or any collateral therefor, including, without limitation, the right to enforce the obligations of the Borrower or any other party; provided that the Agent shall not, without the prior written consent of the all of the Banks, agree (i) reduce, delay to increase the Commitment Amounts; (ii) to reduce or forgive the principal amount of any Loans or reduce the rate of interest on the Loans any Loan or the priority thereof postpone any date fixed for any payment of principal of or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to Section 5.10 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto); (ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; Loan; (iii) postpone to reduce any fee payable under this Agreement or extend the Legal Final Payment Date release any collateral granted or any other regularly scheduled dates for payments of principal of, or interest on, the Loans or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver be granted in respect of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders)Obligations; and (iv) other than pursuant to a Permitted Securitization any amendment, modification or any other transaction permitted by the terms waiver of this Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrowers or any Subsidiary of a Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (b) without the written consent of all of the Lenders, amend or waive this Section 16.12 or the definition of "Required LendersBanks"; , Section 2.8(b), 2.11, 2.12, 2.15, 7 or this Section 18; or (cv) without to agree to permit the written consent Borrower to change in any material manner its operations or any material provision of the Administrative Management Agreement or the Partnership Agreement; and provided, further that the Agent's consent shall be required for any such modification, amend waiver, release or waive Section 14amendment that would affect the rights and liabilities of the Agent. The Agent shall be fully protected in refraining from acting in accordance with, and each Lender shall be bound by, the amount withholding of consent by the Banks or time of payment of any Agent Fee payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent; (d) without the consent of the holder of the Seller Loan or the trustee of the High Yield BondsRequired Banks, as the case may be, reduce, delay or forgive the IO Distributable Amount otherwise payable to the holder of the Seller Loan or the trustee of the High Yield Bonds; or (e) without the consent of any affected counterparty (other than any Borrower or any of its Affiliates) to any Hedging Agreement, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstancesapplicable.

CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval ---------------------------------- required or permitted by this Loan Agreement to be given by the Lenders may be given, and any term of this Loan Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers Borrower or any of its Subsidiaries of any terms of this Loan Agreement, the other Loan Documents or such other instrument 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 Borrowers Borrower and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall: (a) without the written consent of the Borrowers Borrower and each Lender directly affected thereby: (i) reduce, delay reduce or forgive the principal amount of any Loans the Loan, or reduce the rate of interest on the Loans or the priority thereof Notes or the amount of any Fees (other than interest on the Revolving Credit Notes accruing pursuant to Section 5.10 following the effective date of any waiver by the Required Lenders of the Event of Default relating thereto)Facility Fee; (ii) increase the amount of such Lender's Commitment or extend the expiration date of such Lender's Commitment; (iii) postpone or extend the Legal Final Payment Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Loans Loan or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to Section 5.10, and (B) any vote to rescind any acceleration made pursuant to Section 13.1 of amounts owing with respect to the Loans and other Obligations shall require only the approval of the Required Lenders); and (iv) other than pursuant to a Permitted Securitization or any other transaction permitted by the terms of this Loan Agreement, release all or substantially all of the Collateral (excluding, if the Borrowers or any Subsidiary of a Borrower becomes a debtor under the Federal Bankruptcy Code or other applicable insolvency laws, the release of "cash collateral", as defined in Section 363(a) of the federal Bankruptcy Code or any analogous provision of any applicable insolvency law pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); (b) without the written consent of all of the Lenders, amend or waive this Section 16.12 or the definition of "Required Lenders"; (c) without the written consent of the Administrative Agent, amend or waive Section 14, the amount or time of payment of any Agent Fee payable for the Administrative Agent's account or any other provision applicable to the Administrative Agent; (d) without the consent of the holder of the Seller Loan or the trustee of the High Yield Bonds, as the case may be, reduce, delay or forgive the IO Distributable Amount otherwise payable to the holder of the Seller Loan or the trustee of the High Yield Bonds; or (e) without the consent of any affected counterparty (other than any Borrower or any of its Affiliates) to any Hedging Agreement, reduce, delay, forgive or change the relative priority of any amounts owing to such Person in accordance with the terms hereof. 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 Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to other or further notice or demand in similar or other circumstances.Fees