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,
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. (a) Any provision of this Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer and Consent Solicitation embodied in this Agreement, the Offering Memorandum and the Consent Solicitation Statement), 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 the Required Holders unless otherwise set forth in Section 9(b), 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, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) 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. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Majority Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:
Amendments and Waivers, Etc. Section 13. Pledge to the Federal Reserve Section 14. Jurisdiction; Waiver of Jury Trial
Amendments and Waivers, Etc. (a) Any term of this Agreement or of the Security Documents or the Notes or the other Loan Documents may be amended and the observance of any term of this Agreement or of the Security Documents or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Majority Lenders, provided -------- that no such amendment or waiver shall, without the prior written consent of all of the Agent, the Lenders or the holders of all of the Notes at the time outstanding, (a) extend the fixed maturity or reduce the principal amount of, or reduce the rate or extend the time of payment of interest on, or reduce the amount or extend the time of payment of any principal of, any Note, (b) change any Commitment or Percentage, (c) change the percentage referred to in the definition of "Majority Lenders" contained in Section 9 hereof, (d) amend this ---------------- --------- Section 12, or (e) include a Subsequent Transaction within the definition of ---------- Eligible Securitization Transactions. 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 Majority Lenders or all of the Lenders (in the circumstances described in the foregoing clauses (a) through (e)) shall have waived such Default or Event of Default in writing, stated in writing that the same has been remedied or cured to such Lenders' 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. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon each holder of ---------- any Note at the time outstanding, each future holder of any Note and the Company.
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.
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.
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) Section 2.3 that further restricts the MSD Parties’ voting rights thereunder, shall require approval of the Member Parties holding 85% of the Shares still held by the Member Parties or the Permitted Transferees thereof as of the time of such amendment or waiver, (iv) any amendment to or waiver under Sections 3.1(a), (e), (f) and (g) and Section 3.4 shall require approval of the Member Parties holding 85% of the Registrable Shares still held by the Member Parties or the Permitted Transferees thereof as of the time of such amendment or waiver and (v) any amendment to or waiver under this Section 5.5(b) shall require the approval that would have been required in respect of an amendment or waiver to the underlying provision to which such amendment or waiver of this Section 5.5(b) relates. (c) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude ...
Amendments and Waivers, Etc. 11.1 Waivers in Writing, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 ARTICLE 12. Nature of the Senior Lender's Obligations
