Common use of Waivers, Modifications and Amendments Clause in Contracts

Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required Banks; PROVIDED, HOWEVER, that without the consent of all Banks no such amendment, modification or waiver shall (i) increase the amount or extend the terms of any Bank's Commitment, (ii) reduce the interest rate applicable to or extend the maturity of any Loan, fee or other obligation owed to it or reduce the amount of the fees to which it is entitled hereunder, (iii) release any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by this Agreement), (iv) release any substantial (in value) part of the collateral security afforded by the Collateral Documents (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated by this Agreement) or permit the sale or discount of notes or accounts receivable except as permitted by Section 8.16(iv) hereof, (v) change this Section 11.13, or (vi) change the definition of "REQUIRED BANKS" or change the number of Banks required to take any action hereunder or under any of the other Loan Documents; it being understood (x) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(j) and (k) hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of the Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank, and (y) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver of the Agent's or an Issuing Bank's protective provisions shall be effective without the prior written consent of the Agent or the relevant Issuing Bank."

Waivers, Modifications and Amendments. Any provision hereof or of any of the Notes or the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled (any such amendment, modification, waiver, release, rescission or annulment being hereinafter referred to collectively as a "Modification") upon the written consent of the Required BanksLenders; PROVIDEDprovided, HOWEVERhowever, that without the consent of all Banks Lenders, no such amendment, modification or waiver Modification shall (i) increase the amount or extend the terms term of any BankLender's Commitment, (ii) Commitment or reduce the interest rate applicable to or extend the maturity of any Loan, fee or other obligation owed to it its Notes or reduce the amount of the fees to which it is entitled hereunder, (iii) release any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by this Agreement), (iv) hereunder or release any substantial (in value) part of the collateral security afforded by the Collateral Documents (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated by this AgreementDocuments) or permit the sale or discount of notes or accounts receivable except as permitted by Section 8.16(iv) hereof, (v) change this Section 11.13, or (vi) change the definition of "REQUIRED BANKSRequired Lenders" or change the number of Banks Lenders required to take any action hereunder or under any of the other Loan Collateral Documents; it being understood (x) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(j) and (k) hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of the Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank, and (y) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver Modification of the Agent's or an Issuing Bank's protective provisions shall be effective without the prior written consent of the Agent. In the event any Lender (hereinafter, a "non-consenting Lender") refuses to consent in writing to any Modification requested by the Company to which the Agent is willing to consent in writing, the Company shall have the right, with the assistance of the Agent if the Company so desires and such assistance can be rendered without material cost or burden to the relevant Issuing BankAgent, to seek a substitute bank or banks reasonably satisfactory to the Agent (which may be one or more of the other Lenders) to replace the non-consenting Lender under this Agreement. The non-consenting Lender shall cooperate with the Company and substitute bank to accomplish such substitution on the terms of Section 11.15 hereof, provided that the non-consenting Lender's entire Commitment is replaced, and the $2,500 processing fee payable under Section 11.15 shall not be payable in connection with any such assignment required under this Section. The purchase price to be paid by such substitute bank for such assignment shall be equal to the sum of (i) the principal amount of all of the non-consenting Lender's outstanding Loans plus any accrued and unpaid interest thereon, (ii) the amount unpaid to the non-consenting Lender on unreimbursed draws honored on Letters of Credit plus any unpaid and accrued interest thereon, (iii) the accrued but unpaid commitment fees in respect of the non-consenting Lender's Commitment hereunder, (iv) any reasonable out-of-pocket expenses of the non-consenting Lender (including reasonable attorneys' fees) directly incurred as a result of such assignment and (v) any other amount that may be owing to such Lender hereunder (including any such amount as may be due under Section 2.9 hereof)."

Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required Banks; PROVIDED, HOWEVER, that without the consent of all Banks no such amendment, modification or waiver shall (i) increase the amount or extend the terms of any Bank's Commitment, (ii) Commitment or reduce the interest rate applicable to or extend the maturity of any Loan, fee or other obligation owed to it or reduce the amount of the fees to which it is entitled hereunder, (iii) hereunder or release any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by this Agreement), (iv) or release any substantial (in value) part of the collateral security afforded by the Collateral Documents (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated by this Agreement) ), or permit the sale or discount of notes or accounts receivable except as permitted by Section 8.16(iv) hereof, (v) change this Section 11.13, 11.13 or (vi) change the definition of "REQUIRED BANKS" or change the number of Banks required to take any action hereunder or under any of the other Loan Documents; it being understood (xi) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(j) and (k) hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of the Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank, and (yii) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver of the Agent's or an Issuing Bank's protective provisions shall be effective without the prior written consent of the Agent or the relevant Issuing Bank.". SECTION

Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents (other than documents creating Hedging Liabilities) may be amended, modified, waived or released and any Potential Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required BanksLenders; PROVIDEDprovided, HOWEVERhowever, that without the consent of all Banks each Lender no such amendment, modification or waiver shall (i) increase the amount or decrease the pro rata share or extend the terms of any Banksuch Lender's Commitment, (ii) Commitments or reduce the interest rate applicable to or extend the scheduled maturity of any Loan, fee or other obligation owed to it its Notes or reduce the amount of the fees to which it is entitled hereunderhereunder and without the consent of all Lenders no such amendment, (iii) modification, release or waiver shall change any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by provision of this Agreement), (iv) sentence or release all or any substantial (in value) part of the collateral security afforded by the Collateral Documents (Documents, except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated by this Agreement) or permit the sale or discount of notes or accounts receivable except as permitted by Section 8.16(iv) hereofdisposition, (v) change this Section 11.13thereof, or (vi) change release the definition of "REQUIRED BANKS" Guarantors or change the number of Banks required to take any action hereunder amend or under any of the other Loan Documents; it being understood (x) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in waive Section 9.1(j) and (k) 8.23 hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of the Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank, and (y) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver of the Agent's Agents' or an Issuing BankIssuer's protective provisions shall be effective without the prior written consent of the affected Agent or Issuer, as applicable. The Administrative Agent may, without the relevant Issuing Bankconsent of any Lender, (i) release its lien on any portion of the Collateral which is being sold or disposed of by the Borrower or owning Guarantor if any prepayment required as a result of such sale is made and (ii) subordinate its lien to easements, possessory rights, cutting rights and permitted sales of stumpage and timber rights and enter into other arrangements concerning its liens which will not in its reasonable judgment materially impair the value thereof."

Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required BanksLenders; PROVIDEDprovided, HOWEVERhowever, that without the consent of all Banks Lenders no such amendment, modification or waiver shall (i) increase the amount or extend the terms of any BankLender's Commitment, (ii) Commitment or reduce the interest rate applicable to or extend the express maturity of any Loan, fee or other obligation owed to it or reduce the amount of the fees to which it is entitled hereunder, (iii) hereunder or release any Material Subsidiary Guarantor from its obligations under the Guaranty hereunder (except for releases expressly contemplated by this Agreement), (ivin connection with the sale or liquidation of a Subsidiary other than the Company) or release any substantial (in value) part of the collateral security afforded by the Collateral Documents (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated permitted by this Agreement) or permit the sale or discount of notes or accounts receivable except as permitted by Section 8.16(iv) hereof, (v) change this Section 11.13, or (vi) change the definition of "REQUIRED BANKSRequired Lenders" or change the number of Banks required to take any action hereunder or under any of the other Loan Documentsamend this Section 12.13; it being understood (xi) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(j) and (k) hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks Lenders and shall not constitute an increase of the a Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such BankLender, and (yii) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required BanksLenders. No amendment, modification or waiver of the an Agent's or an the Issuing Bank's protective provisions shall be effective without the prior written consent of the Agent affected Agents or the relevant Issuing Bank, as applicable. No change may be made in the rights or obligations of the Swing Lender without its consent and no change may be made in the definition of the term "Required Revolving Credit Lenders" without the consent of all Revolving Credit Lenders."

Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Notes or the Collateral Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required BanksLenders; PROVIDEDprovided, HOWEVERhowever, that without the written consent of all Banks each Lender no such amendment, modification or waiver shall (i) increase the amount or extend the terms of any Banksuch Lender's Commitment (or, if relevant, Swing Line Commitment, (ii) or reduce the interest rate applicable to or extend the maturity of any Loan, fee or other obligation owed to it its Note or reduce the amount of the principal, interest, fees or other amounts to which it is entitled hereunder, (iii) hereunder or release any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by this Agreement), (iv) guaranty of any Obligations or release all or any substantial (in value) part of the collateral security afforded by the Collateral Documents (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated by this AgreementDocuments) or permit change the sale or discount amount of notes or accounts receivable except as indebtedness permitted by Section 8.16(iv7.11(e) hereof, (v) hereof or change this Section 11.13, or (vi) change the definition of "REQUIRED BANKSRequired Lenders" or change the number of Banks Lenders required to take any action hereunder or under any the Collateral Documents; provided, further, however, that no such consent shall be required for the release of Universal Tool's guaranty of the other Loan Documents; it being understood (x) that waivers or modifications Obligations and the release of covenantsthe Collateral pledged by Universal Tool, Defaults or Events in each case, in connection with the sale of Default (other than those set forth in Universal Tool pursuant to Section 9.1(j) and (k7.14(c) hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of the Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank, and (y) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver of the Agent's or an Issuing Bank's Agents' protective provisions shall be effective without the prior written consent of the Agent. The Agent shall not modify reserves against the Borrowing Base or the relevant Issuing Bankeligibility of any Collateral for inclusion in the Borrowing Base in each case if such action would increase the Borrowing Base unless such action is taken with the consent of the Required Lenders."