Limited Consents. Subject to the covenants, terms and conditions set forth in this Amendment, and in reliance upon the representations and warranties of the Borrower and the Parent Guarantors herein contained, the several Banks parties to this Amendment hereby:
Limited Consents. At the request of the Company, the Required Holders hereby consent, effective as of June 30, 2011, to the Parent Guarantor's entering into a merger agreement (the “Merger Agreement”) with National Oilwell Varco, Inc. pursuant to which National Oilwell Varco, Inc. will acquire (whether by merger or otherwise) substantially all of the Capital Stock of the Parent Guarantor. Notwithstanding the foregoing, it is understood and agreed that the consummation of such merger or acquisition contemplated by the Merger Agreement shall constitute a Change of Control and result in an immediate Event of Default. In addition, at the request of the Company, the Required Holders hereby consent to the prepayment in full of the Notes on not less than 3 Business Days' prior written notice, notwithstanding the reference to “30 days” in Section 8.2 of the Note Agreement, provided that such prepayment shall otherwise comply with the requirements of Section 8.2 of the Note Agreement. Each of the consents contained herein is a one-time consent and is expressly limited to the purposes and matters set forth herein. Nothing contained herein shall constitute a waiver or modification of any other rights or remedies any holder of Notes may have under any Note Document or applicable law.
Limited Consents. (a) Anything in the Loan Agreement to the contrary notwithstanding, Bank hereby consents to each of the following; PROVIDED, HOWEVER, that no Event of Default (including without limitation in respect of any financial covenant set forth in the Loan Agreement), or event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default (including without limitation in respect of any financial covenant set forth in the Loan Agreement), has occurred and is continuing, both immediately before and immediately after giving effect thereto:
Limited Consents. 2.1 In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the terms and conditions set forth in (i) this Section 2 and (ii) Section 3 and Section 4 hereof, the Banks hereby consent to the Alabama Asset Sale and any Borrowing Base Hedge Monetization effected by the Credit Parties in connection therewith notwithstanding the restrictions set forth in Section 9.5 of the Credit Agreement; provided, that each of the following conditions is satisfied:
Limited Consents. (a) Parent and the Borrowers have requested that Agent and the Lenders consent to the incurrence of Debt by Spansion LLC in the amount of $85,000,000 to UBS AG (the “UBS Debt”). Agent and the Lenders hereby consent to the UBS Debt (and to the security interest and liens on the UBS Collateral) subject to the following conditions: (i) no later than one week prior to the funding of the UBS Debt, Agent shall have received a copy of the loan documents with respect to the UBS Debt (the UBS Loan Documents”) and the same will be reasonably satisfactory to Agent in its sole discretion, (ii) the UBS Debt shall be secured solely by the AR Securities and any securities account where the same are maintained (the “UBS Collateral”), and (iii) upon funding of the UBS Debt, all proceeds thereof shall be deposited in a deposit or investment account subject to a control agreement reflecting Agent as the secured party and shall be otherwise used and maintained in accordance with the terms of the Agreement and the Security Agreement.
Limited Consents. The consents described in this Agreement are limited to the matters expressly covered herein and shall be effective only under the specific circumstances described herein. The consents shall not entitle the Loan Parties to any other or further consent in any similar or other circumstances. The Credit Agreement remains in full force and effect in accordance with its terms.
Limited Consents. Subject to the covenants, terms and conditions set forth in this Amendment, and in reliance upon the representations and warranties of the Borrowers herein contained, the several Banks parties to this Amendment consent to the execution, delivery and performance by the parties thereto of the Nexstar Amendment and all transactions described therein. The consents set forth in this Section 2 are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be affected hereby.
Limited Consents. Agent and Lenders hereby agree and consent as follows:
Limited Consents. A. Effective as of the Amendment Number Two Effective Date and without regard to whether such consent is required under any Loan Document, the Lenders party hereto agree that the Obligors may enter into an amendment to and consent under the Term Loan Agreement that is comparable to this Amendment.
Limited Consents. A. Effective as of the Amendment Number One Effective Date (as defined in Section 3), the Lenders party hereto hereby consent to the Settlement Transactions and agree that the Settlement Transactions may be consummated notwithstanding anything to the contrary in the Loan Documents including, without limitation, any limitations on Investments, Asset Dispositions, Distributions, transactions with Affiliates, or limitations on amendments to or variations from the Plan of Reorganization. Effective as of the Amendment Number One Effective Date, the Lenders party hereto further agree that (i) the Settlement Transactions shall not be subject to any notice requirements or collateral perfection requirements under the Loan Documents and (ii) that the Obligors may enter into an amendment to and consent under the Term Loan Agreement that is comparable to this Amendment.
