Common use of Entire Agreement Amendments and Waivers Actions by the Lenders Clause in Contracts

Entire Agreement Amendments and Waivers Actions by the Lenders. (a) This Agreement (including the Schedules hereto) and the other Loan Documents constitute the entire agreement of the parties herein and supersede any and all prior agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or of the Notes or any other Loan Document, nor consent to the departure by the Borrowers or any other Person therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as hereinafter provided or in cases where the consent of all Lenders is required by the terms of this Agreement or other Loan Document, the consent of the Majority Lenders shall be required and sufficient (i) to amend, with the consent of the Borrowers who are parties thereto, any term of this Agreement, the Notes or any other Loan Document; (ii) to waive the observance of any term of this Agreement, the Notes or any other Loan Document (either generally or in a particular instance or either retroactively or prospectively); (iii) to take or refrain from taking any action under this Agreement, the Notes, any other Loan Document or applicable law, including, without limitation, (A) the acceleration of the payment of the Notes, (B) the termination of the Commitments, (C) the exercise of the Agent's and the Lenders' remedies hereunder and under the Security Documents and (D) the giving of any approvals, consents, directions or instructions required under this Agreement or the Security Documents; PROVIDED, HOWEVER, that no such amendment, waiver or consent shall, without the prior written consent of all of the Lenders (other than a Defaulting Lender and, with respect to matters addressed in clause (1) below only such Lenders holding Senior Debt directly affected thereby), (1) extend the fixed maturity or reduce (except for reductions in the amortization schedule based upon and reflecting the Borrowers' failure to borrow the full amount of a Commitment) the principal amount of; or reduce the amount or extend the time of payment of any principal of; or interest on, any Note, (2) increase or extend any Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, or Events of Default shall not constitute any such increase or extension), (3) release any guaranty or any Collateral, unless (x) such release of Collateral is in connection with a Disposition permitted under SECTION 7.03 or to which any required consent of the Majority Lenders has been given and (y) substantially all of the Net Sale Proceeds of such sale are used to repay the Borrowers' indebtedness to the Lenders hereunder or otherwise used in a manner permitted hereunder, (4) change the fraction or percentage referred to in the definition of "MAJORITY LENDERS" contained in Article I, (5) change any other provisions requiring the consent of all of the Lenders or the Majority Lenders or (6) amend the provisions of this ARTICLE XI, or (7) consent to the assignment or transfer by a Company of any of its rights or obligations under the Loan Documents; and PROVIDED FURTHER, that no such amendment, waiver, consent or other action shall (y) increase the dollar amount Commitment of any Lender over the amount thereof then in effect without the consent of such Lender, and (z) without the consent of the Agent, amend, modify or waive any provision of ARTICLE X as it applies to the Agent, or any other provision of any Loan Document as it relates to the rights or obligations of the Agent; and PROVIDED FURTHER, that neither notice to, nor consent of; the Companies shall be required for any modification, amendment or waiver of the provisions of the Loan Documents specifying or governing the number or percentage of lenders required to consent to any act or omission under the Loan Documents or defining "MAJORITY LENDERS".

Entire Agreement Amendments and Waivers Actions by the Lenders. (a) This Agreement (including the Schedules hereto) and the other Loan Documents constitute the entire agreement of the parties herein and supersede any and all prior agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or of the Notes or any other Loan Document, nor consent to the departure by the Borrowers Borrower or any other Person therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as hereinafter provided or in cases where the consent of all Lenders is required by the terms of this Agreement or other Loan Documenthereafter provided, the consent of the Majority Required Lenders shall be required and sufficient (i) to amend, with the consent of the Borrowers who are parties theretoBorrower, any term of this Agreement, the Notes or any other Loan Document; (ii) Document or to waive the observance of any such term of this Agreement, the Notes or any other Loan Document (either generally or in a particular instance or either retroactively or prospectively); (iiiii) to take or refrain from taking any action under this Agreement, the Notes, any other Loan Document or applicable law, including, without limitation, (A) the acceleration of the payment of the Notes, (B) the termination of the Commitments, (C) the exercise of the Agent's and the Lenders' remedies hereunder and under the Security Documents and (D) the giving of any approvals, consents, directions or instructions required under this Agreement or the Security Documents; PROVIDED, HOWEVER, provided -------- that no such amendment, waiver or consent shall, without the prior written consent of all of the Lenders (other than a Defaulting Lender and, with respect to matters addressed in clause (1) below only such Lenders holding Senior Debt directly affected thereby), (1) extend or the fixed maturity or reduce (except for reductions in the amortization schedule based upon and reflecting the Borrowers' failure to borrow the full amount of a Commitment) the principal amount of; or reduce the amount or extend the time of payment of any principal of; or interest on, any Note, (2) increase or extend any Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, or Events of Default shall not constitute any such increase or extension), (3) release any guaranty or any Collateral, unless (x) such release of Collateral is in connection with a Disposition permitted under SECTION 7.03 or to which any required consent of the Majority Lenders has been given and (y) substantially all of the Net Sale Proceeds of such sale are used to repay the Borrowers' indebtedness to the Lenders hereunder or otherwise used in a manner permitted hereunder, (4) change the fraction or percentage referred to in the definition of "MAJORITY LENDERS" contained in Article I, (5) change any other provisions requiring the consent holders of all of the Lenders or Notes at the Majority Lenders or (6) amend the provisions of this ARTICLE XI, or (7) consent to the assignment or transfer by a Company of any of its rights or obligations under the Loan Documents; and PROVIDED FURTHER, that no such amendment, waiver, consent or other action shall (y) increase the dollar amount Commitment of any Lender over the amount thereof then in effect without the consent of such Lender, and (z) without the consent of the Agent, amend, modify or waive any provision of ARTICLE X as it applies to the Agent, or any other provision of any Loan Document as it relates to the rights or obligations of the Agent; and PROVIDED FURTHER, that neither notice to, nor consent of; the Companies shall be required for any modification, amendment or waiver of the provisions of the Loan Documents specifying or governing the number or percentage of lenders required to consent to any act or omission under the Loan Documents or defining "MAJORITY LENDERS".time outstanding,

Entire Agreement Amendments and Waivers Actions by the Lenders. (a) This Agreement (including the Schedules hereto) and the other Loan Documents constitute the entire agreement of the parties herein and supersede any and all prior agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or of the Notes or any other Loan Document, nor consent to the departure by the Borrowers or any other Person therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as hereinafter provided or in cases where the consent of all Lenders is required by the terms of this Agreement or other Loan Document, the consent of the Majority Lenders shall be required and sufficient (i) to amend, with the consent of the Borrowers who are other party or parties thereto, any term of this Agreement, the Notes or any other Loan Document; (ii) to waive the observance of any term of this Agreement, the Notes or any other Loan Document (either generally or in a particular instance or either retroactively or prospectively); (iii) to take or refrain from taking any action under this Agreement, the Notes, any other Loan Document or applicable law, including, without limitation, (A) the acceleration of the payment of the Notes, (B) the termination of the Commitments, (C) the exercise of the Agent's and the Lenders' remedies hereunder and under the Security Documents and (DC) the giving of any approvals, consents, directions or instructions required under this Agreement or the Security Documents; PROVIDEDprovided, HOWEVERhowever, that no such amendment, waiver or consent shall, without the prior written consent of all of the Lenders (other than a Defaulting Lender and, with respect to matters addressed in clause (1) below only such Lenders holding Senior Debt directly affected thereby)or the holders of all of the Notes at the time outstanding, (1) extend the fixed maturity or reduce (except for reductions in the amortization schedule based upon and reflecting the Borrowers' failure to borrow the full amount of a Commitment) the principal amount of; , or reduce the amount or extend the time of payment of any principal of; , or interest on, any NoteNote (including the Applicable Margin but excluding mandatory prepayments of the Notes out of Excess Cash Flow required under SECTION 2.05(D)(I)), (2) increase or extend any Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, or Events of Default shall not constitute any such increase or extension), (3) release any guaranty Guarantees or any Collateral, unless (x) such release of Collateral is in connection with a Disposition permitted under SECTION 7.03 or to which any required consent of the Majority Lenders has been given and (y) substantially all of the Net Sale Proceeds of such sale are used to repay the Borrowers' indebtedness to the Lenders hereunder or otherwise used in a manner permitted hereunder, (4) change the fraction or percentage referred to in the definition of "MAJORITY LENDERS" contained in Article ARTICLE I, (5) change any other provisions requiring the consent of all of the Lenders or the Majority Lenders or (6) amend the provisions of this ARTICLE XI, or (7) consent to the assignment or transfer by a Company of any of its rights or obligations under the Loan Documents; and PROVIDED FURTHER, that no such amendment, waiver, consent or other action shall (y) increase the dollar amount Commitment of any Lender over the amount thereof then in effect without the consent of such Lender, and (z) without the consent of the Agent, amend, modify or waive any provision of ARTICLE X as it applies to the Agent, or any other provision of any Loan Document as it relates to the rights or obligations of the Agent; and PROVIDED FURTHER, that neither notice to, nor consent of; the Companies shall be required for any modification, amendment or waiver of the provisions of the Loan Documents specifying or governing the number or percentage of lenders required to consent to any act or omission under the Loan Documents or defining "MAJORITY LENDERS".

Entire Agreement Amendments and Waivers Actions by the Lenders. (a) This Agreement (including the Schedules hereto) and the other Loan Documents constitute the entire agreement of the parties herein and supersede any and all prior agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or of the Notes or any other Loan Document, nor consent to the departure by the Borrowers Borrower or any other Person therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as hereinafter provided or in cases where the consent of all Lenders is required by the terms of this Agreement or other Loan Documenthereafter provided, the consent of the Majority Required Lenders shall be required and sufficient (i) to amend, with the consent of the Borrowers who are parties theretoBorrower, any term of this Agreement, the Notes or any other Loan Document; (ii) Document or to waive the observance of any such term of this Agreement, the Notes or any other Loan Document (either generally or in a particular instance or either retroactively or prospectively); (iiiii) to take or refrain from taking any action under this Agreement, the Notes, any other Loan Document or applicable law, including, without limitation, (A) the acceleration of the payment of the Notes, (B) the termination of the Commitments, (C) the exercise of the Agent's and the Lenders' remedies hereunder and under the Security Documents and (D) the giving of any approvals, consents, directions or instructions required under this Agreement or the Security Documents; PROVIDED, HOWEVER, provided that no such amendment, waiver -------- or consent shall, without the prior written consent of all of the Lenders (other than a Defaulting Lender and, with respect to matters addressed in clause (1) below only such Lenders holding Senior Debt directly affected thereby), (1) extend or the fixed maturity or reduce (except for reductions in the amortization schedule based upon and reflecting the Borrowers' failure to borrow the full amount of a Commitment) the principal amount of; or reduce the amount or extend the time of payment of any principal of; or interest on, any Note, (2) increase or extend any Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, or Events of Default shall not constitute any such increase or extension), (3) release any guaranty or any Collateral, unless (x) such release of Collateral is in connection with a Disposition permitted under SECTION 7.03 or to which any required consent of the Majority Lenders has been given and (y) substantially all of the Net Sale Proceeds of such sale are used to repay the Borrowers' indebtedness to the Lenders hereunder or otherwise used in a manner permitted hereunder, (4) change the fraction or percentage referred to in the definition of "MAJORITY LENDERS" contained in Article I, (5) change any other provisions requiring the consent holders of all of the Lenders or Notes at the Majority Lenders or (6) amend the provisions of this ARTICLE XI, or (7) consent to the assignment or transfer by a Company of any of its rights or obligations under the Loan Documents; and PROVIDED FURTHER, that no such amendment, waiver, consent or other action shall (y) increase the dollar amount Commitment of any Lender over the amount thereof then in effect without the consent of such Lender, and (z) without the consent of the Agent, amend, modify or waive any provision of ARTICLE X as it applies to the Agent, or any other provision of any Loan Document as it relates to the rights or obligations of the Agent; and PROVIDED FURTHER, that neither notice to, nor consent of; the Companies shall be required for any modification, amendment or waiver of the provisions of the Loan Documents specifying or governing the number or percentage of lenders required to consent to any act or omission under the Loan Documents or defining "MAJORITY LENDERS".time outstanding,