Common use of Consents, Amendments, Waivers Clause in Contracts

Consents, Amendments, Waivers. Except as otherwise expressly provided in this Agreement, any term of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Agreement to be given by the Banks may be given, any acceleration of Amounts owing under the Loan Documents may be rescinded, and the performance or observance by the Borrower of any terms of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein 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 Majority Banks. Notwithstanding the foregoing, the rate of interest on the Revolving Notes (other than interest accruing pursuant to Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Notes, the amount of the Commitments of the Banks, the timing of payments of principal, interest or fees due hereunder and the amount of facility fees hereunder may not be changed without the written consent of the Borrower and the written consent of Banks holding Commitments representing one hundred percent (100%) of the Total Commitment; neither this Section 23 nor the definition of Majority Banks may be amended without the written consent of all of the Banks; and Section 12 may not be amended without the written consent of the Administrative 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 any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Consents, Amendments, Waivers. Except All amendments, waivers or consents of any provision of this Agreement shall be effective only if the same shall be in writing and signed by the Collateral Agent and the Required Secured Parties, provided that any amendment, waiver or consent of any provisions of this Agreement which increases the obligations of any of the Grantors under any Collateral Document shall be effective as otherwise expressly provided in to this Agreement, any Agreement but not with respect to the affected Collateral Document unless agreed to by the Company. Any term of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Agreement to be given by the Banks may be given, any acceleration of Amounts owing under the Loan Collateral Documents may be rescindedamended, and the performance or observance by the Borrower parties to a Collateral Document of any terms term of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein or the continuance of any Default or Event of Default such Collateral Document may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but by the Collateral Agent only with, upon the written consent of the Majority BanksRequired Secured Parties. Notwithstanding the foregoing, the rate of interest on the Revolving Notes (other than interest accruing pursuant to Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto)Collateral Agent may, the term of the Revolving Notes, the amount of the Commitments of the Banks, the timing of payments of principal, interest or fees due hereunder and the amount of facility fees hereunder may not be changed without the written consent of the Borrower Required Secured Parties, amend the Collateral Documents (a) to add property hereafter acquired by any Grantor intended to be subjected to the Collateral Documents or to correct or amplify the description of any property subject to the Collateral Documents and the written consent of Banks holding Commitments representing one hundred percent (100%b) to cure any ambiguity or cure, correct or supplement any defective provisions of the Total Commitment; neither this Section 23 nor Collateral Documents (so long as the definition same shall in no respect be adverse to the interest of Majority Banks may be amended any Secured Party). Notwithstanding the foregoing, without the written prior consent of all of the BanksSecured Parties, no amendment or modification of this Agreement or any Collateral Document shall (i) subordinate all or substantially all of the Collateral granted in favor of the Collateral Agent on behalf of the Secured Parties pursuant to the Collateral Documents; provided, however, that in the event any Grantor is the subject of a Bankruptcy Proceeding, the Collateral Agent shall consent to subordinate all or substantially all of the Collateral at the instructions of (1) if any Superpriority Obligations owing to the 0000 Xxxxxxx are outstanding, (a) 0000 Xxxxxxx holding at least 66 2/3% of the Secured Obligations owing to the 2005 Lenders, (b) 2006 Lenders holding at least 66 2/3% of the Superpriority Obligations owing to the 2006 Lenders and (c) Noteholders other than the 2006 Lenders holding at least 66 2/3% of the Secured Obligations (for purposes of such 66 2/3% vote, Secured Obligations shall not include such obligations owing to the 2006 Lenders) owing to the Noteholders and (2) if no Superpriority Obligations owing to the 0000 Xxxxxxx are outstanding, (a) 0000 Xxxxxxx holding at least 66 2/3% of the Secured Obligations owing to the 2005 Lenders, and (b) Noteholders holding at least 66 2/3% of the Secured Obligations owing to the Noteholders, (ii) alter the order of allocation of the Secured Obligation Distributions to the Secured Obligations set forth in §4.1(a) or §4.1(b) or amend the defined terms to the extent used therein, (iii) amend or waive (x) the provisions of this §6.4 or (y) the definitions of Lender Superpriority Obligations, Noteholder Superpriority Obligations, Required Secured Parties, Required Noteholders, Required 2005 Lenders, Required 2006 Noteholders, Secured Parties, Secured Obligations, Secured Obligation Distributions, Superpriority Obligations or Special Event of Default, (iv) release all or substantially all of the Collateral granted in favor of the Collateral Agent on behalf of the Secured Parties pursuant to the Collateral Documents, or (v) release any of the Collateral (excluding Collateral permitted to be sold under Section 12 may 2.1(c) of Exhibit E of the May 0000 Xxxxxx) granted in favor of the Collateral Agent on behalf of the Secured Parties pursuant to the Collateral Documents if all Net Cash Proceeds thereof will not be amended without applied to the written Secured Obligations. Notwithstanding anything herein or in any other Financing Document, the Required Secured Parties may consent (and no further consent shall be required) in writing to the sale, lease, assignment or other transfer of any Collateral or other assets and to the release by the Collateral Agent of any Lien thereon and the release of any Guaranties from any Guarantors being so sold or otherwise transferred if all Net Cash Proceeds thereof are applied to the Secured Obligations and such sale, lease, assignment or other transfer is not a sale, lease, assignment or other transfer of all or substantially all of the Administrative Agentassets of the Company and its Subsidiaries on a consolidated basis. No Notice of any such amendment or waiver shall extend be delivered promptly by the Collateral Agent 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 any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstanceseach Secured Party.

Consents, Amendments, Waivers. Except as otherwise expressly provided in this Agreement, any term of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Agreement to be given by the Banks may be given, any acceleration of Amounts owing under the Loan Documents may be rescinded, and the performance or observance by the Borrower of any terms of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein 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 Majority Banks. Notwithstanding the foregoing, the rate of interest on the Revolving Notes (other than interest accruing pursuant to Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Notes, the amount of the Commitments of the Banks, the timing of payments of principal, interest or fees due hereunder and the amount of facility fees hereunder may not be changed without the written consent of the Borrower and the written consent of Banks holding Commitments representing one hundred percent (100%) of the Total Commitment; neither this Section 23 nor the definition of Majority Banks may be amended without the written consent of all of the Banks; and Section 12 may not be amended without the written consent of the Administrative 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 any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Consents, Amendments, Waivers. Except as otherwise expressly provided in this Agreement(a) All amendments, waivers or consents of any term provision of this AgreementAgreement shall be effective only if the same shall be in writing and signed by the Bank Agent, the other Loan DocumentsTrustee and the Collateral Agent, provided that (i) no such amendment, waiver or any other instrument related hereto consent shall affect the duties or mentioned herein may be amended with, but only with, the written consent obligations of the Borrower Company without obtaining its consent and the Majority Banks. Any (ii) no such amendment, waiver or consent or approval required or permitted by this Agreement to be given by the Banks may be given, any acceleration of Amounts owing under the shall materially affect Wilmington Trust Company without obtaining its consent. (b) The Bank Loan Documents may be rescindedamended, supplemented, or otherwise modified in accordance with their terms and the performance Bank Obligations may be Refinanced, in each case without notice to, or observance by the Borrower consent of, the Trustee or the Noteholder Secured Parties, all without affecting the provisions of any this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to the Trustee for the benefit of itself and the Noteholder Secured Parties) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not result in a Default under the 2010 Indenture; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other Loan Documentstransfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Bank Obligations, 2010 Senior Secured Note Obligations and Additional Senior Secured Obligations. (c) The 2010 Indenture Documents may be amended, supplemented, or any other instrument related hereto or mentioned herein otherwise modified in accordance with their terms and the 2010 Senior Secured Note Obligations may be Refinanced, in each case without notice to, 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 withconsent of, the written consent of the Majority Banks. Notwithstanding the foregoingBank Secured Parties, the rate of interest on the Revolving Notes any Authorized Representative (other than interest accruing pursuant the Trustee) or any Additional Senior Secured Party (other than the Noteholders) all without affecting the provisions of this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to Section 4.10 following the effective date Bank Agent for the benefit of itself and the Bank Secured Parties) to the terms of this Agreement; provided further, however that any waiver such amendment, supplement, modification, or Refinancing shall not, result in a Default under the Credit Agreement; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the Majority Banks terms hereof regardless of whether or not such writing is provided. For the Default or Event avoidance of Default relating thereto)doubt, the term of the Revolving Notes, the amount of the Commitments of the Banks, the timing of payments of principal, interest or fees due hereunder and the amount of facility fees hereunder may not be changed without the written consent of the Borrower and the written consent of Banks holding Commitments representing one hundred percent (100%) of the Total Commitment; neither this Section 23 nor the definition of Majority Banks may be amended without the written consent of all of the Banks; and Section 12 may not be amended without the written consent of the Administrative 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 any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar sale or other circumstancestransfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Bank Obligations, 2010 Senior Secured Note Obligations and Additional Senior Secured Obligations.

Consents, Amendments, Waivers. ETC Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given and any term of this Agreement, the other Loan Documents, Agreement or of any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the Borrower and the Majority Banks. Any consent or approval required or permitted by this Agreement to be given by the Banks may be given, any acceleration of Amounts owing under the Loan Documents may be rescindedamended, and the performance or observance by the Borrower or the Guarantor of any terms of this Agreement, the other Loan Documents, Agreement or any such other instrument related hereto or mentioned herein 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 Majority Banks. Notwithstanding the foregoing, none of the following may occur without the written consent of each Bank: a change in the rate of interest on the Revolving Notes (other than interest accruing pursuant to Section 4.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), and the term of the Revolving Notes, ; the amount of the Commitments of the Banks, ; a reduction or waiver of the timing principal of payments of principal, any unpaid Loan or any interest or fees due hereunder and thereon; the amount of facility fees hereunder may not be changed without any fee (other than late fees) payable to a Bank hereunder; the written consent release of the Borrower and Borrower, the written consent Guarantor or any Collateral except as otherwise provided herein; or an amendment of Banks holding Commitments representing one hundred percent (100%) of the Total Commitment; neither this Section 23 nor the definition of Majority Banks may be amended without the written or of any requirement for consent of by all of the Banks; . The amount of the Agent's fee payable for the Agent's account and the provisions of Section 12 14 may not be amended without the written consent of the Administrative Agent. The Borrower and the Guarantor each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by BankBoston in connection with the acquisition by each Bank acquiring all or a portion of the Commitment, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantor 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 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 Borrower or the Guarantor shall entitle the Borrower and the Guarantor to other or further notice or demand in similar or other circumstances.

Consents, Amendments, Waivers. Except as otherwise expressly provided in this AgreementAll amendments, waivers or consents of any term provision of this Agreement, Agreement shall be effective only if the other Loan Documents, or any other instrument related hereto or mentioned herein may same shall be amended with, but only with, the written consent of the Borrower in writing and the Majority Banks. Any consent or approval required or permitted by this Agreement to be given by the Banks may be given, any acceleration of Amounts owing under the Loan Documents may be rescinded, and the performance or observance by the Borrower of any terms of this Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein 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 Majority Banks. Notwithstanding the foregoing, the rate of interest on the Revolving Notes (other than interest accruing pursuant to Section 4.10 following the effective date of any waiver signed by the Majority Banks of the Default or Event of Default relating thereto), the term of the Revolving Notes, the amount of the Commitments of the Banks, the timing of payments of principal, interest or fees due hereunder Creditors and the amount of facility fees hereunder may not be changed without the written Collateral Agent; provided, however, that (a) no such amendment, waiver or consent of the Borrower and the written consent of Banks holding Commitments representing one hundred percent (100%) of the Total Commitment; neither to Sections 2.1, 2.5, 4.6, 4.8, 5.3, 5.6, 5.7, 5.10, 5.11, 6 or this Section 23 nor 7.3 or to the definition of “Collateral,” “Majority Banks may Creditors,” “Senior Preferential Payment,” or “Bankruptcy Event of Default”, or which would modify any payment (whether by altering the amount, priority, timing or order thereof) to any Creditor, or which would materially and adversely affect any of the rights of any Creditor relative to the rights of the other Creditors, shall be amended effective without the written consent of all of the Banks; and Section 12 may not Creditors (unless such amendment, waiver or consent is addressed in subsections (b), (c) or (d) hereof), (b) no such amendment, waiver or consent to the definition of “Lender Exposure,” “Lender Sharing Exposure” or “Superpriority Amount” shall be amended effective without the written consent of (i) the Administrative Agent. No Required Noteholders, (ii) the Term Loan Lender and (iii) all of the Lenders (provided that any increase in the Superpriority Amount shall only require the consent of the Required Lenders rather than the consent of all Lenders in addition to the consent of the parties set forth in (b)(i) and (ii) above), (c) no such amendment, waiver or consent to the definition of “Outstanding Threshold Amount” shall extend be effective without the written consent of (i) the Required Noteholders, (ii) the Term Loan Lender and (iii) all of the Lenders (provided that (x) the Outstanding Threshold Amount may be decreased with the consent of the Required Lenders rather than the consent of all the Lenders in addition to the consent of the parties set forth in (c)(i) and (ii) above and (y) the consent of the Required Noteholders and Term Loan Lender shall not be required for any increase in the Outstanding Threshold Amount) and (d) notwithstanding anything in this Section 7.3 to the contrary, the Superpriority Amount may be reduced, released or eliminated from this Agreement with only the consent of (i) all the Lenders if the Leverage Ratio (as defined in the Bank Credit Agreement) at such time is equal to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on greater than 2.5 to 1.0 and (ii) the part of any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice Required Lenders if such Leverage Ratio at such time is less than 2.5 to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances1.0.