Common use of Waivers, Modifications and Amendments Clause in Contracts

Waivers, Modifications and Amendments. Any provision hereof or 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Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled (any such amendment, modification, waiver, release, rescission or annulment being hereinafter referred to collectively as a "Modification") upon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 Lenders; provided, however, that without the consent of all Lenders, no such Modification shall increase the amount or extend the term of any Lender's Commitment or reduce the interest rate applicable to or extend the maturity of its Notes or reduce the amount of the fees to which it is entitled 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) or change this Section or change the definition of "Required Lenders" or change the number of Lenders required to take any action hereunder or under the Collateral Documents. No Modification of the Agent'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 Agent, 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 the Notes or 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 (any such amendment, modification, waiver, release, rescission or annulment being hereinafter referred to collectively as a "Modification") upon the written consent of the Required LendersBanks; providedPROVIDED, howeverHOWEVER, that without the consent of all Lenders, Banks no such Modification amendment, modification or waiver shall increase the amount or extend the term terms of any LenderBank's Commitment or reduce the interest rate applicable to or extend the maturity of its Notes any Loan, fee or other obligation owed to it or reduce the amount of the fees to which it is entitled hereunder or release any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by this Agreement) 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) Documents and except for releases of the Agent's lien thereon expressly contemplated by this Agreement), or change this Section 11.13 or change the definition of "Required LendersREQUIRED BANKS" or change the number of Lenders Banks required to take any action hereunder or under any of the Collateral other Loan Documents; it being understood (i) 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 (ii) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No Modification 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 AgentAgent or the relevant Issuing Bank. 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 Agent, 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).SECTION

Waivers, Modifications and Amendments. Any provision hereof or of the Notes or any of the other Loan Documents may be amended, modified, waived or released upon the written consent of the Borrower and the Required Lenders 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 Lenders; providedPROVIDED, howeverHOWEVER, that without the consent of all Lenders, each Lender no such Modification amendment, modification or waiver shall increase the amount or extend the term of any Lender's Commitment of such Lender or increase the dollar limit on Letters of Credit available hereunder or reduce the interest rate applicable to or extend the maturity (including any scheduled installment of its Notes a specified amount) of any principal, interest or fees owed to such Lender or reduce the amount of the any principal, interest or fees to which it such Lender is entitled hereunder or advance rate used in determining the Borrowing Base 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 or permitted to be effected by the provisions hereof or of the Collateral Documents) or release any Guarantor or change this Section 13.3 or change the definition of "Required LendersREQUIRED LENDERS" or change the number of Lenders required to take any action hereunder or under any of the Collateral other Loan Documents, it being understood that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(m) and (n) hereof) or of a mandatory prepayment may be made at the discretion of the Required Lenders and shall not constitute an increase of a Commitment of any Lender. No Modification amendment, modification or waiver of the Administrative Agent's protective provisions shall be effective without the prior written consent of the Administrative 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 Agent, 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 the Notes or the other Loan Collateral 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 Lenders; provided, however, that without the written consent of all Lenders, each Lender no such Modification amendment, modification or waiver shall increase the amount or extend the term terms of any such Lender's Commitment (or, if relevant, Swing Line Commitment) or reduce the interest rate applicable to or extend the maturity of its Notes Note or reduce the amount of the principal, interest, fees or other amounts to which it is entitled hereunder or release any 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) or change the amount of indebtedness permitted by Section 7.11(e) hereof or change this Section or change the definition of "Required Lenders" or change the number of Lenders required to take any action hereunder or under the Collateral Documents; provided, further, however, that no such consent shall be required for the release of Universal Tool's guaranty of the Obligations and the release of the Collateral pledged by Universal Tool, in each case, in connection with the sale of Universal Tool pursuant to Section 7.14(c) hereof. No Modification amendment, modification or waiver of the Agent's Agents' protective provisions shall be effective without the prior written consent of the Agent. In The Agent shall not modify reserves against the event Borrowing Base or the eligibility of any Lender (hereinafter, a "non-consenting Lender") refuses to consent Collateral for inclusion in writing to any Modification requested by the Company to which Borrowing Base in each case if such action would increase the Agent Borrowing Base unless such action is willing to consent in writing, the Company shall have the right, taken with the assistance consent of the Agent if the Company so desires and such assistance can be rendered without material cost or burden to the Agent, to seek a substitute bank or banks reasonably satisfactory to the Agent (which may be one or more of the other Required 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 the Notes or 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 (any such amendment, modification, waiver, release, rescission or annulment being hereinafter referred to collectively as a "Modification") upon the written consent of the Required Lenders; provided, however, that without the consent of all Lenders, Lenders no such Modification amendment, modification or waiver shall increase the amount or extend the term terms of any Lender's Commitment or reduce the interest rate applicable to or extend the express maturity of its Notes any Loan, fee or other obligation owed to it or reduce the amount of the fees to which it is entitled hereunder or release any Guarantor from its obligations hereunder (except for releases in 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 permitted by the provisions hereof or of the Collateral Documentsthis Agreement) or change this Section or change the definition of "Required Lenders" or change amend this Section 12.13; it being understood (i) 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 prepayment may be made at the number discretion of the Required Lenders required to take and shall not constitute an increase of a Commitment of any action hereunder or under Lender, and (ii) any waiver of applicability of any post-default increase in interest rates may be made at the Collateral Documentsdiscretion of the Required Lenders. No Modification amendment, modification or waiver of an Agent's or the AgentIssuing Bank's protective provisions shall be effective without the prior written consent of the Agentaffected Agents or the Issuing Bank, as applicable. In No change may be made 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 rights or obligations of the Agent if the Company so desires Swing Lender without its consent and such assistance can be rendered without material cost or burden to the Agent, to seek a substitute bank or banks reasonably satisfactory to the Agent (which no change may be one or more made in the definition of the other term "Required Revolving Credit Lenders) to replace " without 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 consent 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 Revolving 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)Lenders.