Common use of WAIVERS AND CONSENT Clause in Contracts

WAIVERS AND CONSENT. (a) Effective as of the Effective Time (as defined in Section 3 of this Amendment), the undersigned Lenders hereby consent to the sale (the "Sale") by Merisel, Inc. and Merisel Americas of certain of their direct and indirect wholly-owned Subsidiaries described on Schedule I hereto to CHS Electronics, Inc. (the "Buyer") pursuant to the Purchase Agree ment, dated as of August 29, 1996 (the "Purchase Agreement"), as amended, by and among the Buyer, Merisel, Inc. and Merisel Americas. The undersigned Lenders also waive compliance by the Borrowers with the provisions of Sections 9.10 (which incorporates Section 6.14 from the Senior Note Purchase Agreement) and 9.17 of the Existing Agreement (the "Waiver") commencing as of the Effective Time solely to the extent that such Sections would otherwise require a repayment of the Debt out standing under the Revolving Credit Agreement and the Senior Note Purchase Agreement. (a) Effective as of the Effective Time, the Noteholders hereby waive the provisions of (i) Section 9.10 of the Existing Agreement to the extent necessary to permit the amendment and waivers of the Revolving Credit Agreement, Senior Notes and Senior Note Purchase Agreement contemplated by clauses (ii) and (iii) of Section 3 hereof and hereby agree to the extent that any covenants or other provisions of the Senior Note Agreement are incorporated by reference into Section 9.10 of the Existing Agreement, the Noteholders hereby consent to such amendments and waivers to such incorporated covenants and other provisions and (ii) with respect to facts, events or circumstances occurring at or before the Effective Time, Section 9.10 of the Existing Agreement with respect to Sections 6.6, 6.17, 6.25, 6.28, 6.31, 6.32 and 6.37 of the Senior Note Agreement as incorporated by reference in said Section 9.10.

WAIVERS AND CONSENT. (a) Effective as of the Effective Effec tive Time (as ------------------- defined in Section 3 2 of this AmendmentWaiver), the undersigned Lenders Noteholders hereby consent to (i) the sale (the "FAB Sale") by Merisel, Inc. and Merisel Americas FAB, Inc., a Delaware corporation ("Merisel FAB"), on or before March 31, 1997, of certain substantially all of their direct and indirect wholly-owned Subsidiaries described on Schedule I hereto the assets of Merisel FAB to CHS ElectronicsSynFab, Inc. (the "Buyer") ), pursuant to the that certain Asset Purchase Agree ment, Agreement dated as of August 29January 15, 1996 1997 (the "FAB Asset Purchase Agreement"), as amended, ) by and among the Buyer, Merisel, Inc. Merisel FAB, the Buyer and SYNNEX Information Technologies, Inc., the principal terms of which FAB Asset Purchase Agreement are described in the term sheet attached as Exhibit A hereto and (ii) the merger of Merisel Americas. The undersigned Lenders also waive compliance by FAB with and into Merisel, Inc., at any time following the Borrowers consummation, if any, of the FAB Sale in accordance with the provisions of Sections 9.10 immediately preceding clause (which incorporates Section 6.14 from the Senior Note Purchase Agreement) and 9.17 of the Existing Agreement (the "Waiver") commencing as of the Effective Time solely to the extent that such Sections would otherwise require a repayment of the Debt out standing under the Revolving Credit Agreement and the Senior Note Purchase Agreementi). (a) Effective as of the Effective Time, the Noteholders hereby waive the provisions of (i) Section 9.10 of the Existing Agreement to the extent necessary to permit the amendment and waivers of the Revolving Credit Agreement, Senior Notes and Senior Note Purchase Agreement contemplated by clauses (ii) and (iii) of Section 3 2 hereof and hereby agree to the extent that any covenants or other provisions of the Senior Note Agreement are incorporated by reference into Section 9.10 of the Existing Agreement, the Noteholders hereby consent to such amendments and waivers to such incorporated covenants and other provisions and (ii) with respect to facts, events or circumstances occurring at or before the Effective Time, Section 9.10 of the Existing Agreement with respect to Sections 6.6, 6.17, 6.25, 6.28, 6.31, 6.32 and 6.37 of the Senior Note Agreement as incorporated by reference in said Section 9.10provisions.