Amendments and Waivers, Etc. (a) Except as otherwise expressly set forth herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each Borrower and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each affected Bank, the Commitment of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments,
(i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made;
(i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made;
(ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made;
(iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be made;
(iv) no extension of the term of the Commitments beyond that provided for hereunder shall be made;
(v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder;
(vi) no change to the provisions of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns.
(b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations A...
Amendments and Waivers, Etc. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party
Amendments and Waivers, Etc. Pledge to the Federal Reserve Section 14. Jurisdiction; Waiver of Jury Trial
Amendments and Waivers, Etc. Except as hereinafter provided, this Agreement may be modified or amended by a writing signed by the Company and the Investor. No waiver of any term or provision hereof shall be effective unless made in the same manner as an amendment of such term or provision.
Amendments and Waivers, Etc. 72 ARTICLE XIII PARTICIPATIONS.....................................................................................72
Amendments and Waivers, Etc. (a) Any term of this Agreement, the Security Agreement, any Note or the other Loan Documents may be amended and the observance of any term of this Agreement or of the Security Documents or any Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender. Once a Default or Event of Default has occurred, such Default or Event of Default shall be deemed to exist and be continuing for all purposes of this Agreement and the other Loan Documents until the Lender shall have waived such Default or Event of Default in writing, stated in writing that the same has been remedied or cured to the Lender's reasonable satisfaction or entered into an Amendment to this Agreement which by its express terms cures or waives such Default or Event of Default, at which time such Default or Event of Default shall no longer be deemed to exist or to have continued.
(b) The failure of the Lender to insist upon the strict performance of any term, condition or other provision of this Agreement or the Security Agreement or any Note or any other Loan Document or to exercise any right or remedy hereunder or thereunder shall not constitute a waiver by the Lender of any such term, condition or other provision or Default or Event of Default in connection therewith; and any waiver of any such term, condition or other provision or of any such Default or Event of Default shall not affect or alter this Agreement or the Security Agreement or any Note or any other Loan Document, and each and every term, condition and other provision of this Agreement, the Security Agreement and any Note or any other Loan Document shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default or Event of Default in connection therewith.
Amendments and Waivers, Etc. 11.1 Waivers in Writing, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 ARTICLE 12. Nature of the Senior Lender's Obligations
Amendments and Waivers, Etc. (a) Subject to Section 5.5(b), the provisions of this Agreement may be amended or waived only upon the prior written consent of (a) the Company and (b) the MSD Parties; provided that (i) the Company may amend Schedule I hereto to add any Persons who are entitled to receive any Shares in accordance with the Merger Agreement who are not Member Parties as of the date of this Agreement and (ii) any provision of this Agreement applicable to all Member Parties (and, for the avoidance of doubt, not just the MSD Parties) shall only be amended or waived upon the prior written consent of (x) other than with respect to Article III, the Member Parties holding more than 50% of the Shares still held by the Member Parties or a Permitted Transferee thereof, or (y) with respect to Article III, Member Parties holding more than 50% of the Registrable Shares as of the time of such amendment or waiver.
(b) Notwithstanding anything to the contrary in Section 5.5(a), (i) any amendment or waiver that materially and disproportionately affects a Member Party or group of Member Parties shall require the consent of such Member Party or Member Parties, (ii) any amendment to or waiver under Section 2.1(a) that is adverse to the Member Parties shall require approval of the Member Parties holding all of the Shares still held by the Member Parties or the Permitted Transferees thereof as of the time of such amendment or waiver, (iii) any amendment to or waiver under (x) Section 2.1(b) that is adverse to the Member Parties or (y)
Amendments and Waivers, Etc. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. To the maximum extent permitted by law, (a) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given, and (b) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand.
Amendments and Waivers, Etc. Neither this Loan Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented, modified, terminated or discharged except pursuant to a written instrument signed by Lender and each Loan Party thereto. No term or condition of this Loan Agreement nor any other Loan Document, nor any terms hereof or thereof may be waived except pursuant to a written instrument signed by Lender. Any such waiver and any such amendment, supplement, modification, termination and discharge shall be binding upon each Loan Party, Lender and all future holders of the Note. In the case of any waiver, each Loan Party and Lender shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
