Amendments Consents Conflicts and Waivers Sample Clauses
The "Amendments, Consents, Conflicts, and Waivers" clause defines the procedures and requirements for modifying the agreement, obtaining necessary approvals, resolving inconsistencies, and excusing non-compliance with certain terms. Typically, this clause specifies that any changes to the contract must be made in writing and agreed upon by all parties, outlines how parties can give or withhold consent, addresses how to handle conflicting provisions, and sets the conditions under which a party may waive its rights. Its core function is to ensure that all parties have a clear, agreed-upon process for making changes, resolving disputes, and managing exceptions, thereby reducing ambiguity and potential legal disputes.
Amendments Consents Conflicts and Waivers. (a) Unless otherwise specifically provided, (i) this Agreement may be amended only by an instrument in writing executed by Borrower, Agent and Required Lenders and supplemented only by documents delivered or to be delivered in accordance with the express terms of this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification or waiver that has been approved by Required Lenders and Borrower.
(b) Any amendment to or consent or waiver under any Loan Paper that purports to waive any mandatory prepayment or change the allocation of any payment among the Revolving Credit Loans, the Tranche A Loans and the Tranche B Loans must be by an instrument in writing executed by Borrower, Agent, Lenders holding at least 50% of the Revolving Credit Commitment, Lenders holding at least 50% of the Tranche A Commitment and Lenders holding at least 50% of the Tranche B Commitment. Any amendment to or consent or waiver that purports to reactivate (or would have the effect of reactivating) the Revolving Credit Commitment after its termination pursuant to SECTION 12.1 must be by an instrument in writing executed by Borrower, Agent and Lenders holding at least 50% of the Revolving Credit Commitment. Any amendment to or consent or waiver under any Loan Paper that purports to accomplish any of the following must be by an instrument in writing executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender: (i) extend the due date, decrease the amount of, or reallocate among the Tranches any scheduled payment of the Obligation; (ii) decrease any rate or amount of interest, fees or other sums payable to Agent or Lenders under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the definition of "Committed Sum," "Required Lenders," "Revolving Credit Commitment," "Revolving Credit Termination Date," "Tranche A Commitment," "Tranche A Termination Date," "Tranche B Commitment," or "Tranche B Termination Date;"
Amendments Consents Conflicts and Waivers. An amendment of -- or an approval, consent, or waiver by Agent or by one or more Lenders under -- any Loan Paper must be in writing and must be:
(a) Executed by the Companies and Agent if it purports to (i) remove as a party to this agreement any Lender whose Commitment has been fully terminated under Section 2.5 or (ii) reduce or increase any fees payable to Agent by the Companies.
(b) Executed by the Companies and the particular Depositary if it purports to change -- subject to the terms of this agreement -- the terms of that Depositary's Balance-Carry-Forward Agreement.
(c) Executed by the Companies, Agent, and the particular Lender if it purports to partially terminate or -- subject to Section 2.5 -- increase that Lender's Commitment under Section 2.5 and is accompanied, as applicable, by the prepayment to that Lender due because of that partial termination and by either an Interim Note payable to that Lender in the amount of that Lender's Commitment increase under Section 2.5(a) or a replacement Associates Note payable to that Lender in the amount of its reduced or increased Commitment.
(d) Executed by the Companies and Agent and executed or approved in writing by all Lenders if action of all Lenders is specifically provided in any Loan Paper or if it purports to (i) except as otherwise stated in this Section 12.11, extend the due date or decrease the scheduled amount of any payment under -- or reduce the rate or amount of interest, fees, or other amounts payable to Agent or any Lender under -- any Loan Paper, (ii) change the definition of Borrowing Base (or any component of it), Commitment Percentage, Determining Lenders, Eligible-Foreclosure Receivable, Eligible-Gestation Collateral, Eligible-Mortgage Collateral, Eligible-P&I Receivable, Eligible-T&I Receivable, Market Value, Stated-Termination Date, or Termination Percentage, (iii) partially or fully release any guaranty or any Collateral except releases of Collateral contemplated in this agreement, or (iv) change or waive compliance with Sections 3.2, 3.5, 3.6, 4.5, 4.8, 4.9, 5, 9, 10.1, 10.2, 10.9, 10.10, 12.1,or 12.11.
(e) Otherwise (i) for this agreement, executed by the Companies, Agent, and Determining Lenders, or (ii) for other Loan Papers, approved in writing by Determining Lenders and executed by the Companies, Agent, and any other party to that Loan Paper.
(a) reflecting those changes. No course of dealing or any failure or delay by Agent, any Lender, or any of their respective Representa...
Amendments Consents Conflicts and Waivers. An amendment of -- or -------------------------------------------- an approval, consent, or waiver by Agent or by one or more Lenders under -- any Loan Document must be in writing and must be:
Amendments Consents Conflicts and Waivers. (a) Unless otherwise specifically provided, (i) this Agreement may be amended only by an instrument in writing executed by Borrower, Agent and Required Lenders and supplemented only by documents delivered or to be delivered in accordance with the express terms of this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification or waiver that has been approved by Required Lenders and Borrower.
(b) Any amendment to or consent or waiver under any Loan Paper that purports to accomplish any of the following must be by an instrument in writing executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender: (i) extend the due date, decrease the amount of, or reallocate any scheduled payment of the Obligation; (ii) decrease any rate or amount of interest, fees or other sums payable to Agent or Lenders under this Agreement (except such reductions as are contemplated by this
Amendments Consents Conflicts and Waivers. (a) Unless otherwise specifically provided, (i) this Agreement may be amended only by an instrument in writing executed by Borrower and Lender and supplemented only by documents delivered or to be delivered in accordance with the express terms of this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification or waiver that has been approved by Lender and Borrower.
(b) Any conflict or ambiguity between the terms and provisions of this Agreement and terms and provisions in any other Loan Paper is controlled by the terms and provisions of this Agreement.
(c) No course of dealing or any failure or delay by Lender or any of its Representatives with respect to exercising any Right under this Agreement operates as a waiver thereof. A waiver must be in writing and signed by Lender to be effective, and a waiver will be effective only in the specific instance and for the specific purpose for which it is given.
Amendments Consents Conflicts and Waivers. (A) Any provision of the Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Borrower and Administrative Agent; provided that no such amendment or waiver shall be effective, without the consent of the Required Lenders as provided in the Intercreditor Agreement furnished to Borrower.
(B) Any conflict or ambiguity between the terms and provisions of this Agreement and terms and provisions in any other Loan Document is controlled by the terms and provisions of this Agreement to the extent (and only to the extent) of such conflict.
(C) No course of dealing or any failure or delay by any Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of any Agent or any Lender under this Agreement operates as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Lenders to be effective, and a waiver will be effective only in the specific instance and for the specific purpose for which it is given.
Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Facility A Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Determining Lenders, and, in the case of any matter affecting Administrative Agent (except removal of Administrative Agent as provided in SECTION 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers (other than Financial Hedg▇▇) ▇▇y only be the subject of an amendment, modification, or waiver if Borrower and Determining Lenders, and, in the case of any matter affecting Administrative Agent (except as set forth above), Administrative Agent, have approved same.
(b) Any amendment to or consent or waiver under this Facility A Agreement or any Facility A Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Facility A Lender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or decreases the amount of any scheduled payment (other than mandatory prepayments) of the Obligation arising under the Facility A Loan Papers beyond the date specified in the Facility A Loan Papers; (ii) reduces the
Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 60
Amendments Consents Conflicts and Waivers. Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by the Company and Determining Lenders, and, in the case of any matter affecting Administrative Agent, by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if the Company and Determining Lenders, and, in the case of any matter affecting Administrative Agent, Administrative Agent, have approved same.
Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Facility A Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Determining Lenders, and, in the case of any matter affecting Administrative Agent (except removal of Administrative Agent as provided in SECTION 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Determining Lenders, and, in the case of any matter affecting Administrative Agent (except as set forth above), Administrative Agent, have approved same.
(b) Any amendment to or consent or waiver under this Facility A Agreement or any Facility A Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by