Common use of Consents Amendments and Waivers Clause in Contracts

Consents Amendments and Waivers. The Credit Documents may not be waived, amended, varied, novated, supplemented or modified except pursuant to an agreement or agreements in writing entered into by, or approved in writing by, the Borrower, the Guarantors and the Required Lenders, provided, however, that no such agreement shall (a) decrease the principal amount of any Loan, or extend the maturity of or any scheduled date of payment of principal or interest, or waive or excuse any payment of principal or interest or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (c) amend or modify the provisions of Sections 2.12, 2.13, 2.14 or the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the allocation among the Lenders of any repayment made under Section 2.10 without the prior written consent of each Lender affected thereby, (e) reduce the collateral coverage requirements of Section 5(l) hereof, without the prior written consent of each Lender, (f) amend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or the Brazilian Collateral Agent, as the case may be, shall exercise rights thereunder that explicitly require the consent of the Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.

Consents Amendments and Waivers. The Credit Documents may not be waived, amended, varied, novated, supplemented or modified except pursuant to an agreement or agreements in writing entered into by, or approved in writing by, the Borrower, the Guarantors and the Required Lenders, provided, however, that no such agreement shall (a) decrease the principal amount of any Loan, or extend the maturity of or any scheduled date of payment of principal or interest, or waive or excuse any payment of principal or interest or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (c) amend or modify the provisions of Sections 2.12, 2.13, 2.14 or the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the allocation among the Lenders of any repayment made under Section 2.10 without the prior written consent of each Lender affected thereby, (e) reduce the collateral coverage requirements of Section 5(l) hereof, other than as permitted under the Credit Documents, without the prior written consent of each Lender, (f) amend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or the Brazilian Collateral Collection Account Agent, as the case may be, shall exercise rights thereunder that explicitly require the consent of the Lenders or the Required LendersLenders or agree to amendments or modifications thereof, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.

Consents Amendments and Waivers. The Credit Documents may not be waived, amended, varied, novated, supplemented or modified except Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. pursuant to an agreement or agreements in writing entered into by, or approved in writing by, the Borrower, the Guarantors and the Required Lenders, provided, however, that no such agreement shall (a) decrease the principal amount of any Loan, or extend the maturity of or any scheduled date of payment of principal or interest, or waive or excuse any payment of principal or interest or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each holder of a Note or each Lender affected thereby, (b) change the amount of any Commitment or extend any Commitment of any Lender without the prior written consent of such Lender, (c) amend or modify the provisions of Sections 2.12, 2.13, 2.14 or the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Required Lenders” without the prior written consent of each Lender, (d) change the allocation among the Lenders of any repayment made under Section 2.10 without the prior written consent of each Lender affected thereby, (e) reduce the collateral coverage requirements of Section 5(l) hereof, hereof without the prior written consent of each Lender, (f) amend Section 10 or any other provisions hereof in a manner adverse to any Agent or any the Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or the Brazilian Collateral Agent, as the case may be, shall exercise rights thereunder that explicitly require the consent of the Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others.

Consents Amendments and Waivers. The Credit Documents may not 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 waived, amended, varied, novated, supplemented or modified except pursuant to an effective without the prior written agreement or agreements in writing entered into by, or approved in writing by, of Agent (with the Borrower, the Guarantors and the consent of Required Lenders, ) and each Obligor party to such Loan Document; provided, however, that no such agreement shall (a) decrease without the principal amount prior written consent of Agent, no modification shall be effective with respect to any Loanprovision in a Loan Document that relates to any rights, duties or extend discretion of Agent; (b) without the maturity prior written consent of Issuing Bank, no modification shall be effective with respect to any LC Obligations or any scheduled date other provision in a Loan Document that relates to any rights, duties or discretion of payment of principal or interest, or waive or excuse any payment of principal or interest or any part thereof, or decrease the rate of interest on any Loan, Issuing Bank; (c) without the prior written consent of each holder affected Lender, including a Defaulting Lender, no modification shall be effective that would (i) increase the Commitment of a Note or each Lender affected thereby, such Lender; (bii) change reduce the amount of of, or waive or delay payment of, any Commitment principal, interest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend any Commitment of any Lender the Revolver Termination Date applicable to such Lender’s Obligations; or (iv) amend this clause (c); (d) without the prior written consent of such all Lenders (except any Defaulting Lender), no modification shall be effective that would (ci) alter Section 5.5.2, 7.1 (except to add Collateral) or 15.1.1; (ii) amend or modify the provisions of Sections 2.12, 2.13, 2.14 or the provisions of this Section 11.12 or the respective percentages of the outstanding principal amount of the Loans or of the Commitments in the definition of “Borrowing Base (or any defined term used in such definition), Pro Rata or Required Lenders” ; (iii) increase any advance rate or decrease the Availability Reserve; (iv) release all or substantially all Collateral; or (v) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; and (e) without the prior written consent of each Lendera Secured Bank Product Provider, (d) change the allocation among the Lenders of any repayment made no modification shall be effective that affects its relative payment priority under Section 2.10 without the prior written consent of each Lender affected thereby, (e) reduce the collateral coverage requirements of Section 5(l) hereof, without the prior written consent of each Lender, (f) amend Section 10 or any other provisions hereof in a manner adverse to any Agent or any Lead Arranger without the consent thereof, (g) effect the release of any Lien granted hereunder or under any Security Agreement with respect to any Collateral, other than as permitted under the Credit Documents, without the prior written consent of each Lender, or (h) amend Section 11 in a manner adverse to any Lender without the consent of such Lender. In the case of each Security Agreement, the Collateral Agent or the Brazilian Collateral Agent, as the case may be, shall exercise rights thereunder that explicitly require the consent of the Lenders or the Required Lenders, as the case may be, only after it has received such consent from the Lenders or the Required Lenders, as the case may be. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section regardless of whether its Notes shall have been marked to make reference thereto, and any consent by any Lender or holder of a Note pursuant to this Section shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked. No failure on the part of any of the parties hereto to exercise, and no delay in exercising, any right hereunder or under any Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others5.5.2.