Amendments; Adjustments Sample Clauses
The "Amendments; Adjustments" clause defines the process by which changes or modifications can be made to the terms of an agreement after it has been executed. Typically, this clause requires that any amendments be made in writing and agreed upon by all parties involved, ensuring that informal or unilateral changes are not permitted. For example, if the parties wish to alter payment terms or delivery schedules, they must follow the procedure outlined in this clause. Its core function is to maintain contractual certainty and prevent disputes by establishing a clear, mutual process for making changes to the agreement.
Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Required Lenders and Borrower, and acknowledged by Administrative Agent; provided that:
(a) no such amendment, waiver, modification, supplement or consent shall, without the consent of each Lender party hereto:
(i) waive any condition set forth in Section 2.19 or Section 4.01 (provided that, with respect to Section 4.01, on a Subsequent Advance Date, the consent of each Lender that does not have a Subsequent Commitment with respect to such date shall be required only with respect to the Specified Conditions);
(ii) extend or increase the Commitment of any Lender or reinstate the terminated Commitment of any Lender (except as set forth in Section 2.19);
(iii) change the principal amount of, or the rate at which interest accrues on, the Advances, or any fees payable hereunder;
(iv) change the definition of “Acceptable Collateral,” “Acceptable Letter of Credit Issuer,” “Collateral Shortfall,” “Cure Time,” “Eligible Letter of Credit” or “LTV Ratio” or increase the Initial LTV Level, the LTV Cash Release Level, the LTV Equity Release Level, the LTV Maintenance Level or the LTV Margin Call Level;
(v) materially modify the definition of “Facility Adjustment Event,” “Mandatory Prepayment Event” or “Potential Facility Adjustment Event”;
(vi) permit the assignment or transfer by Borrower or Parent of any of its rights and obligations under any Margin Loan Documentation;
(vii) modify the definition of “Applicable Percentage” or “Pro Rata Basis” or otherwise affect the manner in which payments are shared, or Collateral or Eligible Letters of Credit are allocated, ratably among the Lenders;
(viii) modify Section 2.06(b), Section 2.06(c), Section 2.06(d), Section 2.06(e)(ii), Section 2.06(e)(iii), Section 2.13, Section 2.18, Section 2.19, Section 5.12, Section 6.01, Section 6.02, Section 6.11, Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(f), Section 7.02(a), Section 7.02(e), Section 7.02(f) or Section 9.08;
(ix) modify this Section 10.01 or any other provision herein that expressly requires the consent of all Lenders or Required Lenders for any matter or the definition of Required Lenders or Supermajority Lenders; or
(x) terminate, or release Parent ...
Amendments; Adjustments. Section 2.01. [Reserved].
Section 2.02. [Reserved].
Amendments; Adjustments. [Reserved]............................................... 3 Section 2.02. [Reserved]............................................... 3 Section 2.03. Amendments on Delivery Date.............................. 3
Amendments; Adjustments. Neither this Agreement nor any of the other Margin Loan Documentation nor any provision hereof or thereof may be waived, amended, modified or supplemented, nor any consent granted to any deviation to the terms hereof or thereof, except pursuant to an agreement or agreements in writing entered into by the Lender and the Borrowers. Notwithstanding anything to the contrary herein, upon the occurrence of any Facility Adjustment Event or Potential Facility Adjustment Event, the Calculation Agent may, acting reasonably: (a) adjust one or more of the terms or provisions of the Facility as the Calculation Agent determines necessary to account for the effect of the Facility Adjustment Event or Potential Facility Adjustment Event on the Facility in order to preserve the economic risk exposure of the Lender originally contemplated by the Margin Loan Documentation (unless the Calculation Agent determines that no such adjustment is necessary); and (b) determine the effective time of the adjustment (and may take into account, among other factors, volatility, correlation, liquidity and Free Float of the Common Shares or any other Collateral and any Restrictive Conditions or Transfer Restrictions prior to giving effect to the relevant event). Within two Business Days following the occurrence of any Facility Adjustment Event or Potential Facility Adjustment Event, the Calculation Agent shall notify the Lender and the Borrowers of the adjustments to the terms or provisions of the Facility that it proposes to make in respect thereof, and the proposed effective time therefor (or its determination that no such adjustment is necessary). If, within three Business Days of receiving such notice, the Lender notifies the Calculation Agent and the Borrowers that it disagrees with such proposed adjustments or effective time (or the Calculation Agent’s determination that no such adjustment is necessary), and includes in such notice an alternative set of commercially reasonable adjustments that the Lender proposes to make in respect of such Facility Adjustment Event or Potential Facility Adjustment Event that comply with the provisions set forth in Section 9.18(a) (which shall apply for this purpose as if the Lender were the Calculation Agent), and a proposed effective time therefor, then the Calculation Agent shall notify the Borrowers that such alternative adjustments apply as of such effective time. Except with the consent of, or at the direction of, the Lender, the Calculation Agent...