Consents Amendments and Waivers Sample Clauses
Consents Amendments and Waivers. 12.9.1. No amendment or modification of any provision of this Agreement shall be effective without the prior written agreement of the Required Lenders and Borrower, and no waiver of any Default or Event of Default shall be effective without the prior written consent of the Required Lenders; provided, -------- however, that, without the prior consent of all Lenders, no waiver of any ------- Default or Event of Default shall be effective if the Default or Event of Default relates to Borrower's failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders as hereinafter set forth in this Section 12.9.
1. Notwithstanding the immediately preceding sentence, the written agreement of all Lenders shall be required to effectuate any amendment, modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7, 2.8, 2.9, 4.5, 4.6, 5.1, 11.3.6 (the last paragraph), 12, 14.2 or 14.3, the definitions of "Availability Reserve," "Borrowing Base" and the other defined terms used in such definition, "Pro Rata," "Required Lenders" or any provision of this Agreement obligating Agent to take certain actions at the direction of the Required Lenders, or any provision of this Agreement regarding the Pro Rata treatment or obligations of Lenders, (b) increase or otherwise modify any of the Commitments (other than to reduce proportionately each Lender's Commitment in connection with any overall reduction in the amount of the Commitments), (c) alter or amend the rate of interest payable in respect of the Revolver Loans (except as may be expressly authorized by the DIP Financing Documents or as may be necessary, in Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer collection of any fee, termination charge or other charge provided for under any of the DIP Financing Documents or the unused line fee in Section 2.2.3 hereof, (e) subordinate the payment of any of the Obligations to any other Debt or the priority of any Liens granted to Agent under any of the DIP Financing Documents to Liens granted to any other Person, except pursuant to the Intercreditor Agreement and except for Liens granted by an Obligor to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the ordinary course of business that relate to Deposit Accounts with such financial institutions, (f) alter the time or ...
Consents Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Administrative Agent at the written request of the Majority Banks) and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Banks and the Company (or, in the case of the Guaranty, the Parent) and acknowledged by the Administrative Agent, do any of the following:
(a) increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to Section 10.1);
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; or
(e) amend this Section 24, or Section 10, or any provision herein providing for consent or other action by all Banks;
(f) release, amend or otherwise modify the Guaranty; and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document, and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.
Consents Amendments and Waivers. Any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Purchasers and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon each of the parties hereto.
Consents Amendments and Waivers. Neither this Agreement nor any of the other Credit Documents, nor any provision hereof or thereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by, or approved in writing by the Borrower and the Lender.
Consents Amendments and Waivers. Any term of this Agreement may be amended, and the performance or observance by the Grantors of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only in accordance with the terms of Section 11.1 of the Credit Agreement all of which are incorporated herein by reference.
Consents Amendments and Waivers. No amendment, waiver, or consent of any provision of this Agreement shall be effective unless in writing and signed by the Director and the Lender. Each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the waiving party or the obligations of the Company to either party in any other respect at any other time.
Consents Amendments and Waivers i. .. Amendment . No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders and each Obligor party to such Loan Document, and acknowledgment by the Administrative Agent; provided, however, that
(a) without the prior written consent of Administrative Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Administrative Agent;
(b) [reserved];
(c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase the Term Loan Commitment of such Lender; or (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (other than waiver of default interest or waiver of any Default or Event of Default); and
(d) without the prior written consent of each affected Lender (except a Defaulting Lender as provided in Section 4.2), no modification shall be effective that would (i) extend the Initial Maturity Date; (ii) alter Sections 5.6 or 15.1.1; (iii) amend the definitions of Pro Rata or Required Lenders; (iv) increase total Term Loan Commitments; (vi) release Collateral with a book value greater than $10,000,000 during any calendar year, except as contemplated by the Loan Documents; or (vii) release any Obligor from liability for any Obligations if such Obligor is Solvent at the time of the release, except as permitted by the Loan Documents.
Consents Amendments and Waivers. Any consent or approval -------------------------------- required or permitted by this Agreement to be given by all of the Banks may be given, and any term of this Agreement or any instrument related hereto may be amended, and the performance or observance by the Company or any of its Subsidiaries of any terms of this Agreement or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Company and the written consent of the Majority Banks. Notwithstanding the foregoing, the rate of interest on the Notes, the term of the Notes, the Total Commitment, the Commitment Percentage of any Bank, and the amount of the Annual Fee and Commitment Fee hereunder may not be changed without the written consent of the Company and the written consent of each Bank affected thereby; the definition of Majority Banks may not be amended without the written consent of all of the Banks; and the amount of the agents' fees and Section 10 may not be amended without the written consent of the Administrative Agent and, if affected thereby, the Syndication Agent and/or Documentation Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Company shall entitle the Company to other or further notice or demand in similar or other circumstances.
Consents Amendments and Waivers. “ \f c \l “2” \* MERGEFORMAT AUTONF D3_TC
Consents Amendments and Waivers. Any consent or approval required or permitted by this Agreement to be given by all of the Banks may be given,