Amendments by Security Agent. (a) Unless the provisions of any Finance Document expressly provide otherwise, the Security Agent may, if authorised by the Facility Agent, amend or vary the terms of, waive breaches of or defaults under or otherwise excuse performance of any provision of, or grant consents under, any of the Security Documents, any such amendment, variation, waiver or consent so authorised to be binding on all Parties and the Security Agent to be under no liability whatsoever in respect thereof. (b) Subject to paragraph (c) below, the Facility Agent may, with the prior approval of the Majority Lenders, authorise the Security Agent to take any action contemplated by paragraph (a) above. (c) The Facility Agent may not authorise the Security Agent to effect: (i) any amendment of any Security Document which would affect the nature or the scope of any of the Charged Assets or any of the Secured Property or the manner in which any Proceeds are to be distributed by the Security Agent; (ii) the release of any of the Transaction Security or of any of the Charged Assets from the Transaction Security; or (iii) any change in this Clause 27.17, without the prior consent of all the Finance Parties. (d) Paragraphs (a), (b) and (c) above are without prejudice to: (i) any release permitted by Clause 27.18 (Releases) or Clause 27.22 (Release of Transaction Security); or (ii) any amendment of any Security Document insofar as the same is necessary in order to effect such release.
Appears in 2 contracts
Sources: Loan Agreement (Harry Winston Diamond Corp), Facility Agreement (Harry Winston Diamond Corp)