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

Modifications, Consents and Waivers; Entire Agreement. No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Banks, do any of the following at any time: (i) change the percentage of (A) the Revolving Commitments, or (B) the aggregate unpaid principal amount of the Loans that, in each case, shall be required for the Banks or any of them to take any action hereunder; or (ii) amend this Section 10.6 or the definition of Majority Banks; and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Banks (except in the case of an increase of Revolving Commitments effected pursuant to Section 2.11 hereof) and each Bank that has a Revolving Commitment affected by such amendment, waiver or consent, (i) increase or decrease the Revolving Commitment of such Bank (it being agreed that waiver of a condition(s) to lend shall not be construed as increasing such Commitments) or subject any Bank to any additional obligations, (ii) reduce the principal of, or interest on (except for waivers of default interest rates), the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, (iii) change any date fixed for any payment of principal of, or interest on, the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, or (iv) change the order of application of any prepayment or the pro rata treatment of the Banks set forth in Article 2 hereof in any manner that materially affects such Bank; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender or the Issuing Bank, as applicable, in addition to the Banks required above to take such action, affect the rights or obligations of the Swing Line Lender or the Issuing Bank, as applicable, under this Agreement or any other Loan Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document. This Agreement embodies the entire agreement and understanding among the Banks, the Swing Line Lender, the Issuing Bank, the Agent and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.

Modifications, Consents and Waivers; Entire Agreement. No amendment or waiver of any provision of (a) Neither this Agreement or the Notes or Agreement, nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section. The Required Lenders and each Loan Party that is a signatory to the relevant Loan Document may or, with respect to those Loan Documents to which the Lenders are not party, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party that is a signatory to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications to such Loan Document or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any departure by of the Borrower therefrom, shall in requirements of such Loan Documents or any event be effective unless the same shall be in writing Default or Event of Default and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenits consequences; provided, however, that (a) no such waiver and no such amendment, waiver supplement or consent shall, unless in writing and signed by all of the Banks, do any of the following at any time: modification shall (i) change reduce (by way of forgiveness or otherwise) or increase the percentage of (A) the Revolving Commitments, or (B) the aggregate unpaid principal amount of the Loans thatany Loan, in each case, shall be required for the Banks or any of them to take any action hereunder; or (ii) amend this Section 10.6 or the definition of Majority Banks; and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Banks (except in the case of an increase of Revolving Commitments effected pursuant to Section 2.11 hereof) and each Bank that has a Revolving Commitment affected by such amendment, waiver or consent, (i) increase or decrease the Revolving Commitment of such Bank (it being agreed that waiver of a condition(s) to lend shall not be construed as increasing such Commitments) or subject any Bank to any additional obligations, (ii) reduce the principal of, or interest on (except for waivers of default interest rates), the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, (iii) change postpone any date fixed for any payment of principal of, or interest on, the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, or (iv) change the order of application of any prepayment or the pro rata treatment of the Banks set forth in Article 2 hereof in any manner that materially affects such Bank; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender or the Issuing Bank, as applicable, in addition to the Banks required above to take such action, affect the rights or obligations of the Swing Line Lender or the Issuing Bank, as applicable, under this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts to the Lenders (or any of them) hereunder or under any other Loan Document, including the Maturity Date (subject to the Borrower’s right to extend the initial Maturity Date pursuant to Section 2.15), change the amount or stated rate of any interest or fees payable hereunder (provided that the waiver of applicability of the Post-Default Rate and any increase in the Contract Rate specified in the proviso to Section 2.4(a) shall not constitute a change in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender's Commitment, or change any Lender's Pro Rata Share, in each case without the written consent of each Lender directly affected thereby; and provided(ii) eliminate or reduce the voting rights of any Lender under, furtheror otherwise amend any provisions of, that no amendmentthis Section without the written consent of such Lender; (iii) waive any of the conditions set forth in Section 4.1, waiver reduce any percentage specified in the definition of Required Lenders, consent to the assignment or consent shall, unless in writing and signed transfer by the Agent in addition to the Banks required above to take such action, affect the Borrower of any of its rights or duties of the Agent and obligations under this Agreement or any of the other Loan Document. This Agreement embodies Documents, amend or modify Section 9.12 or the entire agreement and understanding among definition of “Eligible Assignee” so as to make less restrictive the Banks, the Swing Line Lender, the Issuing Bank, the Agent and prohibitions against the Borrower and supersedes all prior agreements and understandings relating its Affiliates becoming Lenders or participants, release the Mortgage or any other collateral for the Obligations in whole or in part, release the Limited Guarantor from its obligations under the Limited Guarantee, or change any provision hereof requiring ratable funding or ratable sharing of payments or setoffs or otherwise related to the pro rata treatment of Lenders, in each case without the written consent of all the Lenders; or (iv) amend, modify or waive any provision of Article VIII without the written consent of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. (b) In the event that (x) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure from or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders and (z) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” (c) The Borrower may, at its sole expense and effort, upon notice to any Non-Consenting Lender and the Administrative Agent, (x) require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject matter hereofto the restrictions contained in, and consents required by, Section 9.12), all of its interests, rights and obligations under this Agreement and all other Loan Documents to one or more Eligible Assignees that are willing to agree to such consent, waiver or amendment and that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment in its sole discretion), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.12; (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts); (iii) such Non-Consenting Lender shall (i) execute and deliver an Assignment and Assumption with respect to all of such Lender’s Commitment and outstanding Loans and (ii) deliver any Notes evidencing such Loans to the Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Notes shall be deemed to be canceled upon such failure; (iv) the Eligible Assignee shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender with respect to the period preceding such assignment; (v) such assignment does not conflict with applicable Laws; (vi) the Administrative Agent cannot be replaced other than in accordance with Section 8.13; Notwithstanding the foregoing, a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Modifications, Consents and Waivers; Entire Agreement. (a) No modification, amendment or waiver of or with respect to any provision of this Agreement or the Notes or any other Loan Document, Document nor consent to any departure by the Borrower therefromfrom any of the terms or conditions hereof or thereof, shall in any event be effective unless the same it shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Banks, do any of the following at any time: (i) change the percentage of (A) the Revolving Commitments, or (B) the aggregate unpaid principal amount of the Loans that, in each case, shall be required for the Banks or any of them to take any action hereunder; or (ii) amend this Section 10.6 or the definition of Majority Banks; and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Banks (except in the case of an increase of Revolving Commitments effected pursuant to Section 2.11 hereof) and each Bank that has a Revolving Commitment affected by such amendment, waiver or consent, (i) increase or decrease the Revolving Commitment of such Bank (it being agreed that waiver of a condition(s) to lend shall not be construed as increasing such Commitments) or subject any Bank to any additional obligations, (ii) reduce the principal of, or interest on (except for waivers of default interest rates), the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, (iii) change any date fixed for any payment of principal of, or interest on, the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, or (iv) change the order of application of any prepayment or the pro rata treatment of the Banks set forth in Article 2 hereof in any manner that materially affects such Bank; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by (w) a Bank, increase the amount of or extend the term of such Bank’s Commitment or subject such Bank to any additional obligations, (x) the Majority Banks (but which shall include, in any event, both Agents), (A) subject to the last sentence of Section 2.01, increase the Aggregate Revolving Loan Commitment, (B) amend, waive or otherwise modify the provisions of Article VII hereof or (C) add to Schedule 1.01(c) any additional countries or to Schedule 1.01(d) any makes or models of Engines, (y) the Swing Line Lender Lender, increase, impose any additional obligations on or otherwise affect or modify the Issuing Bank, as applicable, in addition to the Banks required above to take such action, affect the rights or obligations of the Swing Line Lender and (z) all of the Banks, do any of the following: (i) reduce the principal of, or interest on, the Issuing Bank, as applicable, under this Agreement 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 Banks which shall be required to take any action hereunder, (iv) other than as permitted by the Loan DocumentDocuments, 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 Asset Base, (v) change in a manner adverse to the Banks the definitions of “Asset Base,” “Country Concentration Limits,” “Eligible Asset,” “Eligible Engine,” “Eligible Equipment” or “Eligible Lease,” but excluding any change subject to clause (x)(C) above, or (vi) change any provision of this Section 11.05 (it being understood and agreed that a waiver of Post-Default Interest or of an Event of Default other than a payment default shall not constitute a waiver subject to preceding clauses (i) or (ii)); and provided, furtherhowever, that no amendment, waiver or consent shall, with respect to any provision of Article IX hereof shall be effective unless in writing and signed by the Agent affected by such amendment; provided, further, that Schedules 3.01(a), 3.01(b), and 3.01(c), 3.14, 3.16, and 3.19 to this Agreement may be unilaterally updated by the Borrower from time to time without any consent of the Administrative Agent or Majority Banks in addition respect of any Borrowing Date hereunder to the Banks extent required above to take make the information contained therein correct as of such actionBorrowing Date (provided, affect the rights that such updating shall not cure any prior misrepresentation or duties be deemed a waiver of any breach of this Agreement which may have occurred in respect of the representations and warranties made on the date hereof or any Borrowing Date prior to such update) and upon such updating, subject to the foregoing, each applicable Schedule shall be deemed appropriately amended without the need for any further action. No amendment or modification affecting the role of any Agent or Agents shall be effective unless it has been approved in writing by such Agent or Agents, as applicable. In the event there exists one (1) dissenting Bank in any vote that would require unanimity (the “Dissenting Bank”), the Borrower shall have the right to prepay the outstanding principal, and interest and fees then accrued and unpaid, and amounts owed under Section 2.19 (calculated with respect to the Loans made by the Dissenting Bank. At such time as the prepayment is made, the Dissenting Bank shall cease to be a Bank for purposes of this Agreement and the Aggregate Revolving Loan Commitment shall be adjusted accordingly to reflect (i) the removal of the Dissenting Bank’s Commitment and, if applicable, (ii) the increase by a Bank or Banks of their Commitments or the additional of a new bank as a Bank under this Agreement or any other Loan Document. This Agreement embodies and (iii) the entire agreement and understanding among the Banks, the Swing Line Lender, the Issuing Bank, the Agent and the Borrower and supersedes all prior agreements and understandings relating Borrower’s indemnification obligation with respect to the subject matter hereofsuch removed Dissenting Bank shall continue.

Modifications, Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this Agreement or Agreement, any Notes, the Notes Security Documents, or any of the other Loan DocumentDocuments and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by the Borrower therefromor any other Loan Party from any of the terms or conditions thereof, shall in any event be effective unless the same it shall be in writing and signed by the Agent and the Majority Banks; provided, however, that notwithstanding the foregoing, without the written consent of each Bank affected thereby (and then of the Agent if expressly required in this Agreement or any of the other Loan Documents), in no event shall any amendment, modification, waiver or consent: (a) Be effective with respect to Article 3 (it being understood that a waiver of any Default or Event of Default under Section 8.5 hereof shall not constitute an amendment or modification of any Section therein), Article 9 or Sections 2.1 or 10.6 hereof; (b) Extend the final maturity of any Loan or Note or extend the stated expiration of any L/C beyond the Commitment Termination Date (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 (other than as a result of waiving the applicability of any post-default increase in interest rates) or be effective with respect to Section 8.1; (c) Reduce the percentage specified in the definition of Majority Banks; (d) Reduce the amount or extend the payment date for the mandatory payments required under Section 2.8 or 2.10, or 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; (f) Increase any of the advance rate percentages set forth in the definition of "Borrowing Base" herein; (g) Release or permit the release of all or substantially all or any substantial part of the Collateral (other than as contemplated by Section 2.23 hereof), or release any guarantor from any guaranty of the Obligations or release any Subsidiary from any guaranty issued to the Agent after the date hereof in each case except as expressly provided in the Loan Documents; (h) Without the consent of the Issuing Bank, amend, modify, or waive any provision of Section 2.33 or alter its rights or obligations with respect to L/Cs; or (i) Consent to any assignment or transfer by any Borrower of the Obligations. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver . No consent to or consent demand on any Borrower in any case shall, unless in writing and signed by all of the Banksitself, do any of the following at any time: (i) change the percentage of (A) the Revolving Commitments, or (B) the aggregate unpaid principal amount of the Loans that, in each case, shall be required for the Banks or any of them to take any action hereunder; or (ii) amend this Section 10.6 or the definition of Majority Banks; and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Banks (except in the case of an increase of Revolving Commitments effected pursuant to Section 2.11 hereof) and each Bank that has a Revolving Commitment affected by such amendment, waiver or consent, (i) increase or decrease the Revolving Commitment of such Bank (entitle it being agreed that waiver of a condition(s) to lend shall not be construed as increasing such Commitments) or subject any Bank to any additional obligations, (ii) reduce the principal of, other or interest on (except for waivers of default interest rates), the Notes held by such Bank further notice or any fees demand in similar or other amounts payable hereunder to such Bank, (iii) change any date fixed for any payment of principal of, or interest on, the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, or (iv) change the order of application of any prepayment or the pro rata treatment of the Banks set forth in Article 2 hereof in any manner that materially affects such Bank; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender or the Issuing Bank, as applicable, in addition to the Banks required above to take such action, affect the rights or obligations of the Swing Line Lender or the Issuing Bank, as applicable, under this Agreement or any other Loan Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Documentcircumstances. This Agreement embodies and the other Loan Documents embody the entire agreement and understanding among the Banks, the Swing Line Lender, the Issuing Bank, the Agent and the Borrower Borrowers and supersedes supersede all prior agreements and understandings relating to the subject matter hereof, provided that the Agent and the Banks shall be entitled to enforce any and all of their rights arising as a result of a breach of the terms of the Second Restated Agreement which terms exist prior to the date hereof as if the Second Restated Agreement had not been superseded. Without limiting the generality of Article 9 hereof, no Bank shall have any claim or right of action of any kind whatsoever against the Agent in respect of any action or refraining from action which the Agent is instructed to take or refrain from (including, without limitation, foreclosure on the Agent's Lien) by the requisite Banks as set forth in this Section 10.6.

Modifications, Consents and Waivers; Entire Agreement. No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Banks, do any of the following at any time: (i) change the percentage of (A) the Revolving A Commitments or the B Commitments, or (B) the aggregate unpaid principal amount of the Loans that, in each case, shall be required for the Banks or any of them to take any action hereunder; or (ii) amend this Section 10.6 or the definition of Majority Banks; and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Banks (except in the case of an increase of Revolving Commitments effected pursuant to Section 2.11 hereof) and each Bank that has an A Commitment and/or a Revolving Commitment B Commitment, if affected by such amendment, waiver or consent, (i) increase or decrease the Revolving A Commitment and/or a B Commitment, as applicable, of such Bank (it being agreed that waiver of a condition(s) to lend shall not be construed as increasing such Commitments) or subject any Bank to any additional obligations), (ii) reduce the principal of, or interest on (except for waivers of default interest rates), the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, (iii) change any date fixed for any payment of principal of, or interest on, the Notes held by such Bank or any fees or other amounts payable hereunder to such Bank, or (iv) change the order of application of any prepayment or the pro rata PRO RATA treatment of the Banks set forth in Article 2 hereof in any manner that materially 57 affects such Bank; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender or the Issuing Bank, as applicableLender, in addition to the Banks required above to take such action, affect the rights or obligations of the Swing Line Lender or the Issuing Bank, as applicable, under this Agreement or any other Loan Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement or any other Loan Document. This Agreement embodies the entire agreement and understanding among the Banks, the Swing Line Lender, the Issuing Bank, the Agent and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.