Common use of Entire Agreement; Modification of Agreement; Sale of Interest Clause in Contracts

Entire Agreement; Modification of Agreement; Sale of Interest. This Agreement and the other Credit Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embodies the entire agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by the Borrower, the Agent and the Required Banks, and any provisions of this Agreement or the other Credit Documents may be waived by the Agent or the Required Banks; provided, however, that, notwithstanding the foregoing, no amendment or waiver shall be effective, without first obtaining the written consent of all Banks, that (a) extends the due date of any principal, interest or fee payment in respect of the Loans; (b) changes the amount or duration of any Bank’s Commitment; (c) releases the Borrower, in whole or in part, from any obligation under the Credit Documents to pay any principal or interest under the Loans; (d) reduces the rate of interest or fees provided hereunder; or (e) changes the definition of “Required Banks” or amends the terms of this Section 9.4, or that otherwise has the effect of impairing any of the consent requirements contained in this Section 9.4 or in any other provision of this Agreement or the other Credit Documents where the consent of all the Banks or the Required Banks is required in connection with any matter. The Borrower may not directly or indirectly sell, assign or transfer any interest in or rights under this Agreement or any of the other Credit Documents. The Borrower consents to the Agent’s or the Banks’ participation, sale, assignment, transfer or other disposition, at any time or times on or after the Closing Date, of this Agreement and any of the other Credit Documents, or of any portion hereof or thereof, including, without limitation, the Agent’s and the Banks’ rights, title, interests, remedies, powers and duties hereunder or thereunder; provided, however, that any such participation, sale, assignment, transfer or other disposition shall be in an amount of not less than $5,000,000; provided further, that, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to any such transfer of this Agreement or any of the other Credit Documents without first obtaining the Agent’s and the Borrower’s prior written consent, which may not be unreasonably withheld. Any Bank assigning any part of its interest hereunder shall pay to the Agent a fee in the amount of $3,500, per such assignment.

Entire Agreement; Modification of Agreement; Sale of Interest. (a) This Agreement and the other Credit Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embodies the entire agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written. This . (b) No amendment or waiver of any provision of this Agreement may not or any other Credit Document, and no consent to any departure by any Borrower or Guarantor therefrom, shall be modified, altered or amended, except by an agreement effective unless in writing signed by the BorrowerRequired Banks and Borrowers or the applicable Guarantor, as the Agent and the Required Bankscase may be, and any provisions of this Agreement notice thereof having been given to the Agent, and each such waiver or consent shall be effective only in the other Credit Documents may be waived by specific instance and for the Agent or the Required Banksspecific purpose for which given; provided, however, thatthat no such amendment, notwithstanding the foregoing, no amendment waiver or waiver shall be effective, consent shall: (1) waive any condition set forth in Section 4.1 or 4.2 without first obtaining the written consent of all Bankseach Bank; (2) extend or increase the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 7.2) without the written consent of such Bank; (3) postpone the date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due the Banks (or any of them) hereunder or under any other Credit Document without the written consent of each Bank directly affected thereby; (4) reduce the principal of, or any rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso of this Section 9.4(b)), any fees or other amounts payable hereunder or under any other Credit Document, without the written consent of each Bank directly affected thereby; provided, however, that (a) extends only the due date of any principal, interest or fee payment in respect consent of the Loans; Required Banks shall be necessary (bi) changes to amend the amount definition of “Default Rate” or duration of any Bank’s Commitment; (c) releases the Borrower, in whole or in part, from to waive any obligation under of the Credit Documents Borrowers to pay interest at the Default Rate, or (ii) to amend any principal financial covenant hereunder (or interest under any defined term used therein) even if the Loans; (d) reduces effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fees provided payable hereunder; ; (5) amend any provision hereunder in a manner that would alter the pro rata sharing of payments required hereby without the written consent of each Bank; (6) change any provision of this Section 9.4(b) or (e) changes the definition of “Required Banks” or amends any other provision hereof specifying the number or percentage of Banks required to amend, waiver or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Bank; or (7) release any Guarantor from any Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of this Section 9.4the Credit Documents, without the written consent of each Bank; and, provided further that: (i) no amendment, waiver or that otherwise has consent shall, unless in writing and signed by the effect of impairing any Issuing Bank in addition to the Banks required above, affect the rights or duties of the Issuing Bank under this Agreement or any document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent requirements contained shall, unless in writing and signed by the Swingline Lender in addition to the Banks required above, effect the rights or duties of the Swingline Lender under this Section 9.4 Agreement, (iii) no amendment, waiver or consent shall, unless in any other provision writing and signed by the Agent in addition to the Banks required above, effect the rights or duties of the Agent under this Agreement or the other Credit Documents where Documents. Notwithstanding anything to the contrary contained herein, no Bank that is in default on its obligations under this Agreement or any other Credit Document shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Bank may not be increased or extended without the consent of all the Banks or the Required Banks is required in connection with any matter. such Bank. (c) The Borrower Borrowers may not directly or indirectly sell, assign or transfer any interest of their respective interests in or rights under this Agreement or any of the other Credit Documents. The Each Borrower consents to the Agentany Bank’s or the Banks’ participation, sale, assignment, transfer sale or other disposition, transfer of all or any portion of its interests under the Credit Documents to any Person or Persons at any time time. Notwithstanding the foregoing, unless an Event of Default has occurred no Bank shall participate, sell or times on otherwise transfer all or after any portion of its interests under the Closing DateCredit Documents to any Person without obtaining the prior written consent of MGP, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that MGP’s consent shall not be required with respect to any Bank’s participation, sale or other transfer (i) to any other Bank or any Person that is an Affiliate of this Agreement and any Bank, (ii) made in connection with any sale or similar transfer of the other Credit Documentssuch Bank’s assets generally or any material portion of its assets, or of (iii) made in connection with any portion hereof legal or thereofregulatory requirement, including, without limitation, the Agentlimitations on loans to one borrower or to affiliated persons; nor shall MGP’s and the Banks’ rightsconsent be required in connection with any Bank’s pledge of or grant of a security interest in all or any portion of it rights under this Agreement to secure obligations of such Bank, title, interests, remedies, powers and duties hereunder or thereunder; provided, however, that including any such participation, sale, assignment, transfer pledge or other disposition shall be in an amount of not less than $5,000,000; provided further, that, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right grant to any such transfer of this Agreement or any of the other Credit Documents without first obtaining the Agent’s and the Borrower’s prior written consent, which may not be unreasonably withheld. Any Bank assigning any part of its interest hereunder shall pay to the Agent a fee in the amount of $3,500, per such assignmentFederal Reserve Bank.

Entire Agreement; Modification of Agreement; Sale of Interest. This Agreement and the other Credit Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embodies the entire agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by the Borrower, the Agent and the Required Banks, and any provisions of this Agreement or the other Credit Documents may be waived by the Agent or the Required Banks; provided, however, that, notwithstanding the foregoing, no amendment or waiver shall be effective, without first obtaining the written consent of all Banks, that (a) extends the due date of any principal, interest or fee fee, including, but not limited to any Shared Fee, payment in respect of the Loans; (b) changes the amount or duration of any Bank’s Commitment's Commitment or the amount of or the method of computing any Shared Fee; (c) releases the Borrower, in whole or in part, from any obligation under the Credit Documents to pay any principal or interest under the LoansLoans or to pay any Shared Fee; (d) reduces the rate of interest or fees provided hereunder; or (e) changes the definition of “"Required Banks” " or amends the terms of this Section 9.49.5, or that otherwise has the effect of impairing any of the consent requirements contained in this Section 9.4 9.5 or in any other provision of this Agreement or the other Credit Documents where the consent of all the Banks or the Required Banks is required in connection with any matter. The Borrower may not directly or indirectly sell, assign or transfer any interest in or rights under this Agreement or any of the other Credit Documents. The Borrower consents to the Agent’s 's or the Banks’ ' participation, sale, assignment, transfer or other disposition, at any time or times on or after the Closing Date, of this Agreement and any of the other Credit Documents, or of any portion hereof or thereof, including, without limitation, the Agent’s 's and the Banks’ ' rights, title, interests, remedies, powers and duties hereunder or thereunder; provided, however, that any such participation, sale, assignment, transfer or other disposition shall be in an amount of not less than $5,000,000; provided further, that, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to any such transfer of this Agreement or any of the other Credit Documents without first obtaining the Agent’s 's and the Borrower’s 's prior written consent, which may not be unreasonably withheld. Any Bank assigning any part of its interest hereunder shall pay to the Agent a fee in the amount of $3,500, 3,500 per such assignment.