Consents and Waiver. No delay by any party in exercising any right under, or in taking any action to enforce any right under, this Agreement will operate as a waiver of any such right or in any manner affect the rights of any party thereunder. No consent by any party under this Agreement or waiver by any party of any representation, warranty, or other term or condition of this Agreement will be effective unless made in writing. Any such waiver will not be construed as a waiver of any other representation, warranty, or other term and condition of this Agreement. Failure by any party to insist upon strict conformance with or strict conformance of, any representation, warranty, or other term or condition in this Agreement in any one or more instances will not be a waiver by any party of his right to insist and enforce thereafter strict conformance with, and strict conformance of, (i) such representation, warranty, or other term or condition or (ii) any other representation, warranty or other term or condition in this Agreement.
Consents and Waiver. Notwithstanding any provision in the Note Agreements to the contrary, the Purchasers consent to (a) the amendments to the other Financing Agreements, (b) the consummation of the Designated Sale-Leaseback Transaction and (c) the release of collateral by the Collateral Agent to the extent subject to the Designated Sale-Leaseback Transaction. Notwithstanding any provision in the Note Agreements to the contrary, the Purchasers hereby confirm that the Make-Whole Amount (as defined in the Intercreditor Agreement) due with respect to the Designated Sale-Leaseback Transaction shall be the Make-Whole Original Amount (as defined in the Intercreditor Agreement) and the Purchasers hereby waive any rights to any Make-Whole Delta Obligations (as defined in the Intercreditor Agreement) in connection with prepayments required in connection with the Designated Sale-Leaseback Transaction. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ THOMAS E. LUTHER --------------------------- Name: Thomas E. Luther Title: Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ THOMAS E. LUTHER --------------------------- Name: Thomas E. Luther Title: Vice President U.S. PRIVATE PLACEMENT FUND By: PRUDENTIAL PRIVATE PLACEMENT INVESTORS, L.P., Investment Advisor By: PRUDENTIAL PRIVATE PLACEMENT INVESTORS, L.P., its General Partner By: /s/ THOMAS E. LUTHER --------------------------- Name: Thomas E. Luther Title: Vice President Xxxxxxxx xxx Xxreed: TRUSERV CORPORATION By: /s/ DAVID SHADDUCK --------------------------- Name: David Shadduxx Xxxxx: Sr. VP & CFO SCHEDULE 6B(4)(i)(b) SCHEDULED RDC SALES PROPERTY TYPE ADDRESS -------- ---- ------- Allentown Distribution Center 7058 Snowdrift Rd Fxxxxxxxxxx, XX 00000 Xxxxxxx Xxxxxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xx Jxxxxxxxx, XX 00000 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx 0000 Xxxx Xxxxx Higxxxx 00 Xxxxxxxxx, XX 00000 Xxxxxx Xxxx Xxxxxxxxxxxx Xxxxxx 00000 XX Xxxxxxx 71 Xxxxxx Xxxx, XX 00000 Xxxxxxx Xxxxxxxxxxxx Xxxxxx 0000 Xxxxxx Xxxxxrt Dr Xxxxxxx, XX 00000 Xxxxxxxxxxx Xxxxxxxxxxxx Xxxxxx 0000 Xxxxxxx Xxx Spxxxxxxxxx, XX 00000 Xxxxxxxx Xxxxxxxxxxxx Xxxxxx 000 X. Xxxxxxx Xxe Xxxxxxxx, XX 00000
Consents and Waiver. Agent and each Lender hereby (a) consent to -------------------- the PGT Stock Sale, (b) waive any Default or Event of Default arising therefrom under Section 8.1 of the Original Agreement, and (c) agrees that the PGT Stock Sale shall be excluded from the limitation on sales of assets under Section 6.2(d) of the Original Agreement. In addition, each Lender hereby consents to (x) the termination of the Guaranty dated as of April 29, 1999 executed by PGT in favor of Agent (in this section called the "PGT Guaranty") and (y) the release of Agent's lien and security interest in Borrower's common stock of PGT arising under the Pledge Agreement (in this section called the "Lien Release"), in each case on the PGT Effective Date provided that of all conditions precedent set forth in Article III of this Amendment have been satisfied in full.
Consents and Waiver. The Lenders a party hereto hereby:
Consents and Waiver. 1. The Lenders hereby acknowledge that all of the consents, waivers and authorizations granted by Section III of the Credit Agreement Fourth Amendment constitute changes to or waivers of, the provisions contained in Sections 3, 5, 6 and/or 7 of the Credit Agreement and thus are binding on all Lenders as provided in Section 9.02(d) of the IRL Agreement and the Lenders hereby grant all authorizations set forth in said Section.
Consents and Waiver. (a) Subject to the conditions set forth herein (including the occurrence of the conditions in Section 4 of this Amendment), the Lenders hereby approve of the Definitive Agreements (as defined in the LOI), and the execution and delivery of this Amendment shall evidence the written approval of the Definitive Agreements by the Lenders to the Administrative Agent.
Consents and Waiver. On the terms and subject to the conditions --------------------- contained herein, the Lender hereby (i) consents to the Transactions and waives any violations of the Loan Agreement that would otherwise apply, including the covenants contained in Sections 9.1, 9.3 and 9.4 and the use of proceeds to fund ------------------------- a portion of the purchase price of the Acquisitions and (ii) approves the creation of KSPS and KSR as subsidiaries of KMS. Lender hereby reserves all rights of the Lender with respect to any future transactions, whether similar in nature or type to the Transactions. Borrowers hereby agree strictly to adhere to the terms and conditions contained in the Loan Agreement.
Consents and Waiver. A. The Senior Lenders hereby consent to the prepayment, in part or in full, of the Subordinated Debt, as such term was defined prior to giving effect hereto and the "Obligations," as such term was defined in the Indenture.
Consents and Waiver. A. The undersigned Investors hereby consent to all of the following actions by the Borrower:
Consents and Waiver. On the terms and subject to the conditions ------------------- contained herein, the Lender hereby (i) approves the dissolution of KEXP and KFSO, (ii) consents to the Transactions and waives applicable restrictions contained in Sections 8.2, 9.3, 9.4, 9.7, 9.13, and 11.9 of the Loan Agreement solely for the Transactions, and (iii) reserves all rights of the Lender with respect to any future transactions, whether similar in nature or type to the Transactions, including any future or other redemption, debt incurrence or other non-compliance by Borrowers with the provisions of the Loan Agreement, as amended hereby. Borrowers hereby agree strictly to adhere to the terms and conditions contained in the Loan Agreement, including without limitation Sections 8.2, 9.3, 9.4, 9.7, 9.13 and 11.9 thereof.
