Common use of Modifications, Waivers and Consents Clause in Contracts

Modifications, Waivers and Consents. No modification or waiver of any provision of this Agreement or the Notes, nor any consent required under this Agreement or the Notes, shall be effective unless the same shall be in writing and signed by the Agent and 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 3.2, (b) increase the Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or 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, or (e) change the percentage of Banks required to take any action under this Agreement, the Notes, or the 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. 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 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 Notes.

Modifications, Waivers and Consents. No 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 Administrative Agent and Majority 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 3.23.1, (b) increase the Revolving Loan Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts 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 amount series of collateral securing the Credit Obligationsrelated transactions (except as otherwise permitted or required herein), or (e) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, the Guaranty or the other Credit Security Documents, including any amendment of the definition of "“Majority Banks" ” or of this Section 8.3; PROVIDED however that upon , (f) restrict the ability of any Permitted Sale Bank to assign its rights or obligations hereunder (other than restrictions imposed by Section 8.5 hereof) (f) change the definitions of Property constituting collateral securing the Credit Obligations“Eligible Accounts”, the liens securing such collateral shall be released by the Agent in accordance with Section 4.05 of the Security Agreements“Eligible Inventory”, without requirement for the consent of the Banks“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 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 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 modification or waiver of any provision of this Agreement or the Notes, nor any consent required under this Agreement or the Notes, shall be effective unless the same shall be in writing and signed by the Agent and 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 3.2, (b) increase the Revolving Credit Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or 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, or (e) change the percentage of Banks required to take any action under this Agreement, the Notes, or the 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 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 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 Notes.

Modifications, Waivers and Consents. No modification 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 and Agent, 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, fees, or other amounts fees 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, Obligations (except as otherwise permitted or required herein); (e) modify the definition of "Borrowing Base" or "Eligible" Accounts"; or (ef) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the other Credit Security 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. 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 or waive 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 modification or waiver of any provision of this Agreement Agreement, the Notes or the Notesany other Loan Document, nor any consent required under this Agreement or Agreement, the Notes, or any other Loan Document shall be effective unless the same shall be in writing and signed by the Agent and Majority 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 3.2, (b) increase the Revolving Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts 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 Guarantor from its guaranty obligations (except as otherwise permitted or required herein), (e) release any material amount of collateral securing the Credit Obligations, Collateral (except as otherwise permitted or required herein) or (ef) change the percentage of Banks required to take any action under this Agreement, the Notes, Agreement or the other Credit DocumentsRevolving Notes, 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. 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 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 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 Notes.

Modifications, Waivers and Consents. No modification or waiver of any provision of this Agreement Agreement, the Term Loan Notes or the NotesRevolving Loan Notes may be waived, amended, or modified, nor shall any consent required under this Agreement Agreement, the Term Loan Notes or the NotesRevolving Loan Notes 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 Borrower, and then such modification, waiver, or Administrative Agent with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Banks; 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 3.23.2 without the written consent of the Administrative Agent, all the Banks, and the Borrower, (b) increase the Commitments Commitment of any Bank without the Bankswritten consent of such Bank, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts fees payable under the Credit Documents, or postpone or extend the time for payment thereofthereof 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 amount all or substantially all of the collateral securing the Credit ObligationsObligations (except as otherwise permitted or required herein) without the written consent of the Administrative Agent, all the Banks, and the Borrower, or (ef) change the percentage of Banks required to take any action under this Agreement, the Term Loan Notes, the Revolving Loan Notes, or the other Credit Security 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 8.3 without 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 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 or Administrative Agent, the Issuing Bank or the 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 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.

Modifications, Waivers and Consents. No 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 and 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 3.2, (b) increase the Revolving Loan Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts fees 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 ObligationsObligations (except as otherwise permitted or required herein), or (e) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the other Credit Security 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. 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 or waive or grant any consent under any other Credit Document if of 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 modification or waiver of any provision of this Agreement or the Notes, Revolving Loan Notes nor any consent required under this Agreement or the Notes, Revolving Loan Notes shall be effective unless the same shall be in writing and signed by the Administrative Agent and 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 Administrative Agent, all the Banks, and the Borrower do any of the following: (a) waive any of the conditions specified in Section 3.1 or 3.2, (b) increase the Revolving Loan Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts fees payable under the Credit Documents, or postpone or extend the time for payment thereofthereof (including, without limitation, extend the Revolving Loan Maturity Date), (d) change to the definition of Permitted Debt, (e) release any Guaranty or any material amount of collateral securing the Credit ObligationsObligations (except as otherwise permitted or required herein), or (ef) change the percentage of Banks required to take any action under this Agreement, the Revolving Loan Notes, or the other Credit Security Documents, including any amendment of the definition of "Majority BanksMAJORITY 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. 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 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 Notes.this

Modifications, Waivers and Consents. No modification or waiver of any provision of this Agreement Agreement, the Revolving Loan Notes or any other Credit Document (other than the NotesAutoborrow 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 and 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 3.2, (b) increase the Revolving Loan Commitments of the Banks, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts fees payable under the Credit Documents, or postpone or extend the time for payment thereof, (d) release any Guaranty Guarantor from its guaranty obligations (except as otherwise permitted or any material amount of collateral securing the Credit Obligationsrequired herein), or (e) change the percentage of Banks required to take any action under this Agreement, the Notes, Agreement or the other Credit DocumentsRevolving Loan Notes, 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. 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 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. No modification or waiver of any provision of this Agreement Agreement, the Term Loan Notes or the NotesRevolving Loan Notes may be waived, amended, or modified, nor shall any consent required under this Agreement Agreement, the Term Loan Notes or the NotesRevolving Loan Notes 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 Borrower, and then such modification, waiver, or Administrative Agent with the consent shall be effective only in of the specific instance and for the specific purpose for which givenMajority Banks; 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 3.23.2 without the written consent of the Administrative Agent, all the Banks, and the Borrower, (b) increase the Commitments Commitment of any Bank without the Bankswritten consent of such Bank, (c) forgive or reduce the amount or rate of any principal, interest, fees, or other amounts fees payable under the Credit Documents, or postpone or extend the time for payment thereofthereof 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 amount all or substantially all of collateral securing the Credit ObligationsCollateral (except as otherwise permitted or required as provided in the definition of "Asset Sale" or Section 5.9(b)) without the written consent of the Administrative Agent, all the Banks, and the Borrower, or (ef) change the percentage of Banks required to take any action under this Agreement, the Term Loan Notes, the Revolving Loan Notes, or the other Credit Security 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 9.3 without 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 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 or Administrative Agent, the Issuing Bank or the 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 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.