Common use of Modifications, Consents and Waivers; Entire Agreement Clause in Contracts

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)) except that: (i) any modification or amendment of, or waiver or consent with respect to, Article 4 shall be required to be signed only by the Borrower, Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required Lenders. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Lenders, the Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, the Security Documents, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party either Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent Required Banks; provided, however, that notwithstanding the foregoing, without the written consent of each Bank and each Lender the Administrative Agent, in no event shall any amendment, modification, waiver or consent: (other than a) Be effective with respect to Article 2 or Article 3 (it being understood that a waiver of any Defaulting Lender except as set forth in the proviso Default or Event of Default under Section 2.23(b8.5 hereof shall not constitute an amendment or modification of any Section therein)) except that: (i) any modification or amendment of, or waiver Sections 8.1 or consent with respect to, 9.6 hereof or the definitions in Article 4 shall be required to be signed only by the Borrower, Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is are used in any of the foregoing; (b) Extend the final maturity of any Extension of Credit (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension) or reduce or extend the time of payment of the provisions principal amount of Article 2any Extension of Credit, or reduce the rate or extend the time of payment of interest or fees thereon; (c) Reduce the percentage specified in the definition of Required Banks; (d) Increase the amount of the Commitment of any Bank hereunder (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank); (e) Extend the Commitment Termination Date except in accordance with Section 2.8(b) hereof, 5, 6, 7, 8 or amend Section 2.8(b) hereof; (other than Section 8.1 and Section 8.4 hereoff) and 10 Extend the Termination Date; (other than this Section 10.6g) may be signed only Release or permit the release of any asset pledged under any of the Security Documents; or (h) Consent to any assignment by either Borrower of the Borrower, Agent and the Required LendersObligations. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party either Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to Without limiting the contrary contained hereingenerality of the foregoing, no modification, amendment or the making of an Extension of Credit shall not be construed as a waiver of any Default, regardless of whether any Bank may have had notice or with respect to any provision knowledge of this Agreement, any Notes, or any of such Default at the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may betime. This Agreement and the other Loan Documents embody are intended by the entire agreement parties as the final, complete and understanding among exclusive statement of the Lenderstransactions evidenced thereby. All prior or contemporaneous promises, the Agent and the Borrower and supersede all prior agreements and understandings relating understandings, whether oral or written, are deemed to the subject matter hereofbe superceded by this Agreement and such other Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement or such other Loan Documents.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notesnotice, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)) Bank except that: (i) any modification or amendment of, or waiver or consent with respect to, Article 4 shall be required to may be signed only by the Borrower, Agent and the Required LendersMajority Banks (provided, and however, that the consummation of a Loan by a Bank shall be deemed, with respect to such Loan only, to have the effect of the execution by such Bank of a waiver of, or consent to a departure from, any term or provision of Article 4 which has not been satisfied as of the date of the consummation of such Loan); (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section except for Sections 8.1 and Section 8.4 8.7 hereof) and 10 (other than this Section 10.610.6 and as stated in clause (iii) hereof with respect to Section 7.12 hereof) may be signed only by the Borrower, Agent and the Required LendersMajority Banks and (iii) any waiver or consent, pursuant to Section 7.12 hereof, to a change in the by-laws of the Borrower that the Agent determines to be immaterial to the performance of the obligations of the Borrower hereunder may be signed only by the Agent. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party the Borrower, in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This Agreement and the other Loan Documents embody embodies the entire agreement and understanding among the LendersBanks, the Agent and the Borrower and supersede supersedes all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, the Security Documents, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent Required Banks; provided, however, that notwithstanding the foregoing, without the written consent of each Bank and each Lender the Administrative Agent, in no event shall any amendment, modification, waiver or consent: (other than a) Be effective with respect to Article 2 or Article 3 (it being understood that a waiver of any Defaulting Lender except as set forth in the proviso Default or Event of Default under Section 2.23(b8.5 hereof shall not constitute an amendment or modification of any Section therein)) except that: (i) any modification or amendment of, or waiver Sections 8.1 or consent with respect to, 9.6 hereof or the definitions in Article 4 shall be required to be signed only by the Borrower, Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is are used in any of the foregoing; (b) Extend the final maturity of any Loan or Note (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension) or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon; (c) Reduce the percentage specified in the definition of Required Banks; (d) Increase the amount of the provisions Commitment of Article 2any Bank hereunder (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), 5, 6, 7, 8 ; (other than Section 8.1 and Section 8.4 hereofe) and 10 Extend the Commitment Termination Date; (other than this Section 10.6f) may be signed only Release or permit the release of any asset pledged under any of the Security Documents; or (g) Consent to any assignment by the Borrower, Agent and Borrower of the Required LendersObligations. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the LendersBanks, the Administrative Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, the Security Documents, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in and the proviso of Section 2.23(b)) Borrower except that: (i) any modification or amendment amend ment of, or waiver or consent with respect to, Article 4 shall be required to may be signed only by the Borrower, Agent and the Required LendersMajority Lenders and the Borrower (provided, however, that the consummation of a transaction by a Lender shall be deemed, with respect to such Loan only, to have the effect of the execution by such Lender of a waiver of, or consent to a departure from, any term or provision of Article 4 that has not been satisfied as of the date of the consummation of such transaction); and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2)1, 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required LendersMajority Lenders and the Borrower. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Lenders, the Collateral Monitoring Agent, the Issuing Bank, the Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)) Bank except that: (i) any modification or amendment of, or waiver or consent with respect to, Article 4 shall be required to be signed only by the Borrower, Agent and the Required LendersBanks, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required LendersBanks” or any other defined term which is used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required LendersBanks. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party Borrower from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders Swing Line Banks hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b))Swing Line Banks, as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the LendersBanks, the Agent Agent, the Swing Line Banks and the Borrower Borrowers and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreementhereof, any Notes, the Security Documents, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in and the proviso of Section 2.23(b)) Borrower except that: (i) any modification or amendment of, or waiver or consent with respect to, Article 4 shall be required to may be signed only by the Borrower, Agent and the Required LendersMajority Lenders and the Borrower (provided, however, that the consummation of a transaction by a Lender shall be deemed, with respect to such Loan only, to have the effect of the execution by such Lender of a waiver of, or consent to a departure from, any term or provision of Article 4 that has not been satisfied as of the date of the consummation of such transaction); and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2)1, 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required LendersMajority Lenders and the Borrower. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Lenders, the Collateral Monitoring Agent, the Issuing Bank, the Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. (a) No modification, amendment or waiver of or with respect to any provision of this Agreement, any the Notes, the Security Documents or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions hereof or thereof, shall in any event be effective unless it shall be in writing and signed by the Agent Borrower and each the Majority Lenders; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the affected Lenders, increase the amounts or extend the term of the Commitment of such Lender (other than or subject such Lender to any Defaulting Lender except as set forth in additional obligations, or, unless signed by all of the proviso Lenders do any of Section 2.23(b)the following:(i) except that: (i) any modification or amendment reduce the principal of, or interest on, the Notes or any fees hereunder, (ii) postpone any scheduled date for any payment of principal of, or interest on, the Notes or any fees hereunder, (iii) change the percentage in interest of the Lenders which shall be required to take action hereunder, (iv) other than as permitted by the Loan Documents, release all or a substantial portion of the Collateral if the effect thereof is to cause the outstanding principal amount of the Loans to exceed the amount of the Borrowing Base, (v) change the definitions of "Eligible Equipment", "Eligible Contracts", and/or "Borrowing Base" or (vi) change any provision of this Section 11.06; provided further, however, that no amendment, waiver or consent with respect to, Article 4 shall be required to be signed only by the Borrower, Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions provision of Article 2), 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required Lenders. Any such waiver or consent 9 shall be effective only in unless signed by the specific instance and for the purpose for which givenAgent affected by such amendment. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders . (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. b) This Agreement and the other Loan Documents embody embodies the entire agreement and understanding among the LendersAgent, the Agent Lenders and the Borrower and supersede supersedes all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any the Notes, the Security Documents or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions hereof or thereof, shall in any event be effective unless it shall be in writing and signed by the Agent Majority Lenders; PROVIDED, HOWEVER, that no amendment, waiver or consent shall, unless in writing and each Lender (other than signed by all the Lenders, do any Defaulting Lender except as set forth in of the proviso of Section 2.23(b)) except thatfollowing: (i) waive any of the conditions specified in Article 4, (ii) increase the amounts, renew the Lenders' Commitment or extend the Commitment Termination Date or subject the Lenders to any additional obligations, (iii) reduce the principal of or interest on, the Notes or any fees hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees hereunder, (v) modify or amend the definition of Borrowing Base in Section 1.1 hereof if the effect of such modification or amendment ofis to increase the applicable percentage used in the determination thereof, (vi) change the percentage in interest of the Lenders which shall be required to take action hereunder, (vii) release any Collateral, except as provided in Section 2.6 (b) hereof, or (viii) change any provision of this Section 11.6, -62- 64 pROVIDED, FURTHER, that no amendment, waiver or consent with respect to, Article 4 shall be required to be signed only by the Borrower, Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required Lenders. Any such waiver or consent 11 shall be effective only in unless signed by the specific instance and for the purpose for which givenAgent. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Lenders, the Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions hereof or thereof, shall in any event be effective unless it shall be in writing and signed by the Administrative Agent and each Lender (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)) except that: (i) any modification or amendment of, or waiver or consent with respect to, Article 4 shall be required to be signed only by the Borrower, Administrative Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof8.4) and 10 (other than this Section 10.610.6 and Section 10.12) may be signed only by the Borrower, Administrative Agent and the Required Lenders; provided, however, that notwithstanding anything herein to the contrary and for the avoidance of doubt, no such modification, amendment or waiver, or consent to any departure by the Borrower, may be made which shall (A) extend the expiration date or increase the amount of the Revolving Commitment of any Lender without the written consent of such Lender, (B) postpone any date fixed by this Agreement for any payment or mandatory prepayment of principal, interest, fees or other amounts due any Lender hereunder without the written consent of each Lender adversely affected thereby, (C) reduce the principal of, or the rate of interest specified herein on, any Loan or LC Borrowing, or (other than the Agency Fee) any fees or other amounts payable hereunder without the written consent of each Lender adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to (1) amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate, and (2) waive any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate, (D) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby or (E) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent Administrative Agent, the LC Issuer or the Swing Line Lenders hereunder without the prior written consent of the Agent Administrative Agent, the LC Issuer or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b))Swing Line Lenders, as the case may be. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Lenders, the Agent Administrative Agent, the Swing Line Lenders, the LC Issuer and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification(a) With the written consent of the Required Banks, amendment the Administrative Agent and the appropriate parties to the Loan Documents may, from time to time, enter into written amendments, supplements or waiver modifications thereof and, with the consent of or with respect the Required Banks, the Administrative Agent on behalf of the Banks may execute and deliver to any provision of this Agreementsuch parties a written instrument waiving, any Noteson such terms and conditions as the Administrative Agent may specify in such instrument, or any of the other requirements of the Loan Documents or any Default or Event of Default and all other agreementsits consequences; PROVIDED, instruments and documents delivered pursuant hereto HOWEVER, that no such amendment, supplement, modification or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, waiver shall in any event be effective unless it shall be in writing and signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)) except that: (i) increase the Commitment of any modification Bank, (ii) extend the maturity of any Note, (iii) decrease the rate of interest of, extend the time or amendment change the method of payment of or increase or forgive the principal amount of, or waiver or consent with respect toaccrued interest on, Article 4 shall be required to be signed only by any Note, (iv) decrease the Borrower, Agent and the Required Lenders, and (ii) any modification or amendment ofCommitment Fee, or waiver extend the time of payment thereof, (v) except as otherwise provided herein and in the Pledge Agreements, release all or consent with respect toany material part of the Collateral, Articles 1 (other than vi) change the provisions of this Section 11.3 or (vii) change the definition of “Required Lenders” or any other defined term which is used in Banks, without the application consent of any all of the provisions of Article 2)Banks; and PROVIDED FURTHER, 5that no such amendment, 6supplement, 7, 8 (other than Section 8.1 and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower, Agent and the Required Lenders. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment modification or waiver of or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions thereof, shall in any event amend, modify or waive any provision of Article 10 or otherwise affect the rights or duties change any of the rights, fees or obligations of the Administrative Agent hereunder or under the Lenders hereunder Loan Documents without the prior written consent of the Administrative Agent. Any such amendment, supplement, modification or waiver shall apply equally to each of the Banks and shall be binding upon the parties to the applicable agreement, the Banks, the Administrative Agent or and all future holders of the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as Notes. In the case may be. This of any waiver, the parties to the applicable Loan Document, the Banks and the Administrative Agent shall be restored to their former position and rights hereunder and under theoutstanding Notes and other Loan Documents, and any waiver of any Default or Event of Default shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. (b) Except with respect to certain Fees which are subject to separate agreements, this Agreement and the other Loan Documents embody the entire agreement and understanding among between the LendersBanks, the Administrative Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement, any Term Loan Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions hereof or thereof, shall in any event be effective unless it shall be in writing and signed by the Administrative Agent and each Lender (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)) except that: (i) any modification or amendment of, or waiver or consent with respect to, Article 4 shall be required to be signed only by the Borrower, Administrative Agent and the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1 and Section 8.4 hereof8.4) and 10 (other than this Section 10.610.6 and Section 10.12) may be signed only by the Borrower, Administrative Agent and the Required Lenders; provided, however, that notwithstanding anything herein to the contrary and for the avoidance of doubt, no such modification, amendment or waiver, or consent to any departure by the Borrower, may be made which shall (A) extend the expiration date or increase the amount of the Term Loan Commitment of any Lender without the written consent of such Lender, (B) postpone any date fixed by this Agreement for any payment or mandatory prepayment of principal, interest, fees or other amounts due any Lender hereunder without the written consent of each Lender adversely affected thereby, (C) reduce the principal of, or the rate of interest specified herein on, any Loan, or (other than the Agency Fee) any fees or other amounts payable hereunder without the written consent of each Lender adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate, , (D) change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby or (E) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on any Loan Party the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of or with respect to any provision of this Agreement, any Term Loan Notes, or any of the other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party the Borrower from any of the terms or conditions thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may beAdministrative Agent. This Agreement and the other Loan Documents embody the entire agreement and understanding among the Lenders, the Administrative Agent and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.