Common use of Modifications, Waivers and Consents Clause in Contracts

Modifications, Waivers and Consents. No modifications or waiver of any provision of this Agreement or the Revolving Loan Notes, nor any consent required under this Agreement or the Revolving Loan Notes, shall be effective unless the same shall be in writing and signed by the Agent, Majority Banks, and the Borrower, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: (a) waive any of the conditions specified in Section 3.1 or Section 3.2; (b) increase the Revolving Loan Commitments of the Banks; (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; (d) release any Guaranty or any material collateral securing the Credit Obligations (except as otherwise permitted or required herein); (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.3. No modification, waiver, or consent shall, unless in writing and signed by the Agent or the Issuing Bank, affect the rights or obligations of the Agent or the Issuing Bank, as the case may be, under the Credit Documents. The Agent shall not modify, waive, or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement or the Revolving Loan Notes.

Modifications, Waivers and Consents. No modifications modification or waiver of any provision of this Agreement Agreement, the Notes or the Revolving any other Loan NotesDocument, nor any consent required under this Agreement or Agreement, the Revolving Loan Notes, or any other Loan Document shall be effective unless the same shall be in writing and signed by the Agent, Agent and Majority Banks, Banks and the BorrowerBorrowers, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower Borrowers do any of the following: (a) waive any of the conditions specified in Section 3.1 or Section 3.2; , (b) increase the Revolving Loan Commitments of the Banks; , (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit DocumentsLoan Documents with respect to the Revolving Loan, or postpone or extend the time for payment thereof; , (d) release any Guaranty or any material collateral securing the Credit Obligations Guarantor from its guaranty obligations (except as otherwise permitted or required herein); , (e) modify the definition of "Borrowing Base" release any Collateral (except as otherwise permitted or "Eligible" Accounts"; required herein) or (f) change the percentage of Banks required to take any action under this Agreement, Agreement or the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.3. No modification, waiver, or consent shall, unless in writing and signed by the Agent or the Issuing Bank, Bank affect the rights or obligations of the Agent or the Issuing Bank, as the case may be, under the Credit Loan Documents. No modification, waiver or consent shall unless in writing and signed by NationsBank and the Borrowers affect the Term Loans. The Agent shall not modify, waive, modify or waive or grant any consent under any other Credit Loan Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement or the Revolving Loan Notes.

Modifications, Waivers and Consents. No modifications amendment or waiver of any provision of this Agreement or any other Credit Document, and no consent to any departure by the Revolving Loan Notes, nor Borrower or any consent required under this Agreement or the Revolving Loan Notesother Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the AgentRequired Lenders and the Borrower or the applicable Credit Party, Majority Banksas the case may be, and acknowledged by the BorrowerAdministrative Agents, and then each such modification, waiver, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modificationsuch amendment, waiver, waiver or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: : (a) waive any condition set forth in Section 3.1, or, in the case of the conditions specified initial Credit Extension, Section 3.2, without the written consent of each Lender; (b) without limiting the generality of clause (a) above, waive any condition set forth in Section 3.2 as to any Credit Extension under the Revolving Facility without the written consent of the Required Revolving Lenders; (c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 6.2) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3.1 or Section 3.2; (b) increase 3.2 or the Revolving Loan Commitments waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Banks; (c) forgive Commitments shall not constitute an extension or reduce the amount or rate increase of any Commitment of any Lender); (d) postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or fees payable under other amounts due to the Credit Documents, or postpone or extend the time for payment thereof; Lenders (d) release any Guaranty or any material collateral securing of them) hereunder or under such other Credit Document without the Credit Obligations (except as otherwise permitted or required herein); written consent of each Lender entitled to such payment; (e) modify reduce the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notesprincipal of, or the Security Documentsrate of interest specified herein on, including any amendment Loan or L/C Borrowing, or (subject to clause (iv) of the definition of "Majority Banks," or second proviso to this Section 8.3. No modification, waiver, ) any fees or consent shall, unless in writing and signed by the Agent other amounts payable hereunder or the Issuing Bank, affect the rights or obligations of the Agent or the Issuing Bank, as the case may be, under the Credit Documents. The Agent shall not modify, waive, or grant any consent under any other Credit Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (f) change (i) Section 4.1 of the Intercreditor Agreement or Section 6.6 of the Security Agreement in a manner that would alter the pro rata sharing of payments required thereby under a Facility without the written consent of each Lender under such Facility or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.5(b) or 2.6(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such action would be prohibited under Facility is the Term Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; (g) change (i) any provision of this Section 8.3 with respect to the Credit Agreement 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 (other than the definitions specified in clause (ii) of this Section 8.3(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Loan Notes.Lenders” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility;

Modifications, Waivers and Consents. No modifications modification or waiver of any provision of this Agreement or the Revolving Loan Notes, nor any consent required under this Agreement or the Revolving Loan Notes, shall be effective unless the same shall be in writing and signed by the Agent, Agent and Majority Banks, Banks and the Borrower, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: (a) waive any of the conditions specified in Section 3.1 or Section 3.2; , (b) increase the Revolving Loan Credit Commitments of the Banks; , (c) forgive or reduce the amount or rate of any principal, interest, fees, or fees other amounts payable under the Credit Documents, or postpone or extend the time for payment thereof; , (d) release any Guaranty or any material amount of collateral securing the Credit Obligations (except as otherwise permitted Obligations, or required herein); (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the Security other Credit Documents, including any amendment of the definition of "Majority Banks," or of this Section 8.3; PROVIDED however that upon any Permitted Sale of Property constituting collateral securing the Credit Obligations, the liens securing such collateral shall be released by the Agent in accordance with Section 4.05 of the Security Agreements, without requirement for the consent of the Banks. Notwithstanding anything to the contrary in this Section 8.3, the Agent shall execute and deliver, on behalf of itself and the Banks, releases of all collateral other than (i) the capital stock of the Borrower's domestic Subsidiaries, (ii) 60% of the capital stock of the Borrower's foreign Subsidiaries, and (iii) the Borrower's Inventory, Receivables and related general intangibles. No modification, waiver, or consent shall, unless in writing and signed by the Agent or the any Issuing Bank, Bank affect the rights or obligations of the Agent or the such Issuing Bank, as the case may be, under the Credit Documents. The Agent shall not modify, waive, modify or waive or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement or the Revolving Loan Notes.

Modifications, Waivers and Consents. No modifications modification or waiver of any provision of this Agreement or the Revolving Loan Notes, nor any consent required under this Agreement or the Revolving Loan Notes, shall be effective unless the same shall be in writing and signed by the Agent, Administrative Agent and Majority Banks, Banks and the BorrowerBorrowers, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modification, waiver, or consent shall, unless in writing and signed by the Administrative Agent, all the Banks, and the Borrower Borrowers do any of the following: (a) waive or amend any of the conditions specified in Section 3.1 or Section 3.2; 3.1, (b) increase the Revolving Loan Commitments of the Banks; , (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; , or (d) release the Guaranty of the Parent Guarantor, all or substantially all of the value of the Guaranty of the Subsidiaries of the Parent Borrower or all or substantially all of the Collateral in any Guaranty transaction or any material collateral securing the Credit Obligations series of related transactions (except as otherwise permitted or required herein); , (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, the Guaranty or the Security Documents, including any amendment of the definition of "“Majority Banks," ” or this Section 8.3, (f) restrict the ability of any Bank to assign its rights or obligations hereunder (other than restrictions imposed by Section 8.5 hereof) (f) change the definitions of “Eligible Accounts”, “Eligible Inventory”, “Eligible Real Property”, or “Revolving Loan Borrowing Base”. No modification, waiver, or consent shall, unless in writing and signed by the Administrative Agent or the Swing Line Lender or the Issuing Bank, as applicable, affect the rights or obligations of the Administrative Agent or the Swing Line Lender or the Issuing Bank, as the case may be, under the Credit Documents. The Administrative Agent shall not modify, waive, modify or waive or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement or the Revolving Loan Notes.

Modifications, Waivers and Consents. No modifications or waiver of any provision of this Agreement Agreement, the Term Loan Notes or the Revolving Loan NotesNotes may be waived, amended, or modified, nor shall any consent required under this Agreement Agreement, the Term Loan Notes or the Revolving Loan NotesNotes be effective, shall be effective unless the same shall be except pursuant to an agreement or agreements in writing and signed entered into by the Agent, Borrower and the Majority Banks or by the Borrower and the Administrative Agent with the consent of the Majority Banks, and the Borrower, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: such agreement shall (a) waive any of the conditions specified in Section 3.1 or Section 3.2; 3.2 without the written consent of the Administrative Agent, all the Banks, and the Borrower, (b) increase the Revolving Loan Commitments Commitment of any Bank without the Banks; written consent of such Bank, (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; thereof without the written consent of the Administrative Agent, all the Banks, and the Borrower, (d) extend the scheduled maturities or times of payment without the written consent of the Administrative Agent, all the Banks, and the Borrower, (e) release any Guaranty Guarantor or any material collateral securing all or substantially all of the Credit Obligations Collateral (except as otherwise permitted or required herein); (e) modify as provided in the definition of "Borrowing BaseAsset Sale" or "Eligible" Accounts"; Section 5.9(b)) without the written consent of the Administrative Agent, all the Banks, and the Borrower, or (f) change the percentage of Banks required to take any action under this Agreement, the Term Loan Notes, the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.39.3 without the written consent of the Administrative Agent, all the Banks, and the Borrower. No modification, waiver, or consent shall, unless in writing and signed by the Agent Administrative Agent, the Issuing Bank or the Issuing Bank, Swing Line Lender affect the rights or obligations of the Agent Administrative Agent, the Issuing Bank or the Issuing BankSwing Line Lender, as the case may be, under the Credit Documents. The Administrative Agent shall not modify, waive, modify or waive or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 9.3 with respect to the Credit Agreement Agreement, the Term Loan Notes or the Revolving Loan Notes.

Modifications, Waivers and Consents. No modifications modification or waiver of any provision of this Agreement or Agreement, the Revolving Loan NotesNotes or any other Credit Document (other than the Autoborrow Agreement), nor any consent required under this Agreement or Agreement, the Revolving Loan Notes, or any other Credit Document (other than the Autoborrow Agreement) shall be effective unless the same shall be in writing and signed by the Agent, Agent and Majority Banks, Banks and the Borrower, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: (a) waive any of the conditions specified in Section 3.1 or Section 3.2; , (b) increase the Revolving Loan Commitments of the Banks; , (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; , (d) release any Guaranty or any material collateral securing the Credit Obligations Guarantor from its guaranty obligations (except as otherwise permitted or required herein); , or (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, Agreement or the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.3. No modification, waiver, or consent shall, unless in writing and signed by the Agent or the Issuing Bank, Bank affect the rights or obligations of the Agent or the Issuing Bank, as the case may be, under the Credit Documents. The Agent shall not modify, waive, modify or waive or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement or the Revolving Loan Notes. The Autoborrow Agreement may not be amended, modified or supplemented nor may any waiver be granted thereunder without the express written consent of the Borrower and NationsBank.

Modifications, Waivers and Consents. (a) No modifications modification or waiver of any provision of this Agreement or the Revolving Loan Notes, nor any consent required under this Agreement or the Revolving Loan Notes, shall be effective unless the same such modification, waiver, or consent shall be in writing and signed by the parties expressly required for such modification, waiver, or consent outside of this Section 9.2 in this Agreement or the Notes. (b) In absence of any express requirement for any modification, waiver, or consent outside of this Section 9.2 in this Agreement or the Notes, no modification or waiver of any provision of this Agreement or the Notes, nor any consent required under this Agreement or the Notes: (i) shall be effective to waive any of the conditions specified in Section 7.1, 7.2, or 7.3, unless agreed to by the Agent and the Lenders; (ii) shall be effective to increase the Commitments of the Lenders (including any reactivation of the Commitments after the termination thereof), unless agreed to by the Agent, Majority Banks, and the Borrower, and then the Lenders; (iii) shall be effective to reduce the amount of principal, interest, or fees payable under the Loan Documents, or postpone the payment thereof (including any (iv) shall be effective to release any Guaranty or release any material amount of any Collateral, unless agreed to by the Agent and the Lenders; (v) shall be effective to change the percentage or number of Lenders required to take any action under the Loan Documents, including the percentage or number required for any amendment of the definition of "Majority Lenders for Borrowing," "Majority Lenders in Number," "Majority Lenders with Commitments," or "Majority Lenders with Outstandings" or any amendment to this Section 9.2, unless agreed to by the Agent, the Borrower, and the Lenders; (vi) shall be effective for any modification, waiver, or consent affecting any period when the Commitments of the Lenders under this Agreement are Dormant or for any waiver of any Event of Default which would have occurred during such period but for the suspension of Events of Default, whether any such modification, waiver, or consent is made during such period or retroactively, unless agreed to by the Agent, the Borrower, and the Lenders; (vii) shall be effective to affect the rights or obligations of the Agent under the Loan Documents, unless agreed to by the Agent, the Borrower, and the Lenders; or (viii) shall be effective for any other modification, waiver, or consent not covered in paragraph (a) above or in clauses (i) through (vii) in this paragraph (b), unless agreed to by the Agent, the Borrower, the Majority Lenders with Commitments, and the Majority Lenders with Outstandings. (c) With respect to any modification, waiver, or consent under any Loan Documents other than this Agreement and the Notes, including any modification, waiver, or consent under the Guaranties, the Collateral Trust Agreement, or any other Security Documents, the Agent shall take such action on behalf of the Lenders only if such action has been approved by the Lenders, if any, which would be required to approve such modification, waiver, or consent if the same was requested under this Agreement or the Notes in accordance with the requirements specified in paragraphs (a) and (b) above. (d) Each modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: (a) waive any of the conditions specified in Section 3.1 or Section 3.2; (b) increase the Revolving Loan Commitments of the Banks; (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; (d) release any Guaranty or any material collateral securing the Credit Obligations (except as otherwise permitted or required herein); (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.3. No modification, waiver, or consent shall, unless in writing and signed by the Agent or the Issuing Bank, affect the rights or obligations of the Agent or the Issuing Bank, as the case may be, under the Credit Documents. The Agent shall not modify, waive, or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement or the Revolving Loan Notes.

Modifications, Waivers and Consents. No modifications amendment or waiver of any provision of this Agreement or any other Credit Document, and no consent to any departure by the Revolving Loan Notes, nor Borrower or any consent required under this Agreement or the Revolving Loan Notesother Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower or the applicable Credit Party, as the case may be, and acknowledged by the Revolving Administrative Agent, Majority Banks, and the Borrower, and then each such modification, waiver, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no modificationsuch amendment, waiverwaiver or consent shall: (a) waive any condition set forth in Section 3.1, or, in the case of the initial Credit Extension, Section 3.2, without the written consent of each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 6.2) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3.1 or 3.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (c) postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Credit Document without the written consent of each Lender entitled to such payment; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 8.3) any fees or other amounts payable hereunder or under any other Credit Document, without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (e) change Section 6.5 in a manner that would alter the pro rata sharing of payments required thereby under the Revolving Credit Facility without the written consent of each Lender; (f) change any provision of this Section 8.3 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; (g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (h) release less than all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender, except in each case to the extent the release of any Collateral is permitted pursuant to Section 7.10 (in which case such release may be made by the Revolving Administrative Agent acting alone); or (i) release all or substantially all of the value of the Guaranties, without the written consent of each Lender, except in each case to the extent the release of any Subsidiary from such Guaranty is permitted pursuant to Section 7.10 (in which case such release may be made by the Revolving Administrative Agent acting alone); and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the AgentL/C Issuer in addition to the Lenders required above, all affect the Banks, and the Borrower do any rights or duties of the following: (a) waive L/C Issuer under this Agreement or any Issuer Document relating to any Letter of the conditions specified in Section 3.1 Credit issued or Section 3.2to be issued by it; (bii) increase the Revolving Loan Commitments of the Banks; (c) forgive or reduce the amount or rate of any principalno amendment, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; (d) release any Guaranty or any material collateral securing the Credit Obligations (except as otherwise permitted or required herein); (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (f) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.3. No modification, waiver, waiver or consent shall, unless in writing and signed by the Agent or Swing Line Lender in addition to the Issuing BankLenders required above, affect the rights or obligations duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Revolving Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Issuing BankRevolving Administrative Agent under this Agreement or any other Credit Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the foregoing, the Revolving Administrative Agent, as applicable, and the case Borrower may beamend, under the Credit Documents. The Agent shall not modify, waive, modify or grant any consent under supplement this Agreement or any other Credit Document if to cure any ambiguity, error, omission, defect or inconsistency without any further action or consent of any other party to any Credit Document, so long as such action would be prohibited under this Section 8.3 amendment, modification or supplement does not materially and adversely affect the rights of any Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Credit Document that requires the Credit Agreement consent of each Lender or affected Lenders and that has been approved by the Revolving Loan NotesRequired Lenders the Borrower may replace such non-consenting Lender in accordance with Section 8.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

Modifications, Waivers and Consents. No modifications or waiver of any provision of this Agreement Agreement, the Term Loan Notes or the Revolving Loan NotesNotes may be waived, amended, or modified, nor shall any consent required under this Agreement Agreement, the Term Loan Notes or the Revolving Loan NotesNotes be effective, shall be effective unless the same shall be except pursuant to an agreement or agreements in writing and signed entered into by the Agent, Borrower and the Majority Banks or by the Borrower and the Administrative Agent with the consent of the Majority Banks, and the Borrower, and then such modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no modification, waiver, or consent shall, unless in writing and signed by the Agent, all the Banks, and the Borrower do any of the following: such agreement shall (a) waive any of the conditions specified in Section 3.1 or Section 3.2; 3.2 without the written consent of the Administrative Agent, all the Banks, and the Borrower, (b) increase the Revolving Loan Commitments Commitment of any Bank without the Banks; written consent of such Bank, (c) forgive or reduce the amount or rate of any principal, interest, or fees payable under the Credit Documents, or postpone or extend the time for payment thereof; thereof without the written consent of the Administrative Agent, all the Banks, and the Borrower, (d) extend the scheduled maturities or times of payment without the written consent of the Administrative Agent, all the Banks, and the Borrower, (e) release any Guaranty Guarantor or any material all or substantially all of the collateral securing the Credit Obligations (except as otherwise permitted or required herein); (e) modify without the definition written consent of "Borrowing Base" or "Eligible" Accounts"; the Administrative Agent, all the Banks, and the Borrower, or (f) change the percentage of Banks required to take any action under this Agreement, the Term Loan Notes, the Revolving Loan Notes, or the Security Documents, including any amendment of the definition of "Majority Banks," or this Section 8.38.3 without the written consent of the Administrative Agent, all the Banks, and the Borrower. No modification, waiver, or consent shall, unless in writing and signed by the Agent Administrative Agent, the Issuing Bank or the Issuing Bank, Swing Line Lender affect the rights or obligations of the Agent Administrative Agent, the Issuing Bank or the Issuing BankSwing Line Lender, as the case may be, under the Credit Documents. The Administrative Agent shall not modify, waive, modify or waive or grant any consent under any other Credit Document if such action would be prohibited under this Section 8.3 with respect to the Credit Agreement Agreement, the Term Loan Notes or the Revolving Loan Notes.