Common use of Amendments, Consents and Waivers for Certain Actions Clause in Contracts

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) If, in connection with any proposed amendment, modification, termination or waiver of any of the provisions of this Agreement as contemplated by clauses (a) through (i) of the first proviso of subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (A) or (B) below, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) terminate such non-consenting Lender's Pro Rata Share of the Revolving Loan Commitment and prepay in full its Obligations to such non-consenting Lender, in accordance with subsection 1.10(B).

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.39.3, in subsection 9.2 10.3, or in any Assignment and Acceptance Lender Addition Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to (i) amend, modify, terminate, or waive any provision of this Agreement Agreement, including, but not limited to, any amendment, modification, termination, or waiver with regard to Sections 6 and 7, or (ii) amend, modify, terminate or waive any subordination provision of the other Loan DocumentsSubordination Agreements. (B) Agent may release or compromise any Collateral and the proceeds thereof having a value not greater than ten percent (10%) of the total book value of all Collateral, either in a single transaction or in a series of related transactions, with the consent of Lenders owning a total of at least eighty percent (80%) of (a) the Total Loan Commitments, or (b) if the Term Loans have been made, the sum of the Revolving Loan Commitments and the outstanding principal amount of the Term Loans, if any, or (c) if all Commitments have been terminated, the sum of the aggregate outstanding principal amounts of the Revolving Loan and the Term Loans. In no event, however, will Agent, acting under the authority granted to it in this subsection 9.3(B), release or compromise Collateral or the proceeds thereof having a total book value in excess of twenty percent (20%) of the book value of all Collateral, as determined by Agent, during any one calendar year period. (C) Notwithstanding anything to the contrary contained herein, Agent may, at its sole discretion, release or compromise Collateral and the proceeds thereof to the extent permitted by subsection 9.2(H)(1). (D) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed not to have denied the giving of given such consent. (CE) IfIn the event Agent requests the consent of a Lender and such consent is denied, then Xxxxxx or the Lender which assigned its interest in connection with the Loans to such Lender (the "Assigning Lender") may, at its option, require such Lender to reassign its interest in the Loans to Xxxxxx or the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from Borrower. In the event that Xxxxxx or the Assigning Lender elects to require any proposed amendmentLender to reassign its interest to Xxxxxx or the Assigning Lender, modificationXxxxxx or the Assigning Lender, termination as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will, subject to receipt of amounts owing to such Lender, reassign its interest to Xxxxxx or waiver the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice. (F) In the event Agent waives (1) any Default arising under subsection 8.1(E) as a result of the breach of any of the provisions of Section 5 of this Agreement as contemplated by clauses (a) through (i) other than any such breach which constitutes an Event of the first proviso of subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (ADefault) or (B2) belowany Default constituting a condition to the funding of any Revolving Loan or issuance of any Lender Letter of Credit or Risk Participation Agreement, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders waiver shall expire on the date upon which the Default which was the subject of such waiver matures into an Event of Default pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) terminate such non-consenting Lender's Pro Rata Share terms of the Revolving Loan Commitment and prepay in full its Obligations to such non-consenting Lender, in accordance with subsection 1.10(B)this Agreement.

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 9.3 or in any Assignment subsections 9.2 and Acceptance Agreement 10.3 and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will shall be required to amend, modify, terminate, or waive any provision of this Agreement Agreement, including, but not limited to, any amendment, modification, termination, or any of the other Loan Documentswaiver with regard to Sections 5, 6 and 7. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten five (105) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of given such consent. (C) IfIn the event Agent requests the consent of a Lender and such consent is denied, then Xxxxxx or the Lender which assigned its interest in connection with the Loans to such Lender (the "Assigning Lender") may, at its option, require such Lender to reassign its interest in the Loans to Xxxxxx or the Assigning Lender, as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees will be paid when collected from Borrower. In the event that Xxxxxx or the Assigning Lender elects to require any proposed amendmentLender to reassign its interest to Xxxxxx or the Assigning Lender, modificationXxxxxx or the Assigning Lender, termination as applicable, will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will reassign its interest to Xxxxxx or waiver the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice. (D) In the event Agent waives (1) any Default arising under subsection 8.1(E) as a result of the breach of any of the provisions of Section 5 of this Agreement as contemplated by clauses (a) through (i) other than any such breach which constitutes an Event of the first proviso of subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (ADefault) or (B2) belowany Default constituting a condition to the funding of any Revolving Loan or issuance of any Lender Letter of Credit or execution of a Risk Participation Agreement, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders waiver shall expire on the date upon which the Default which was the subject of such waiver matures into an Event of Default pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) terminate such non-consenting Lender's Pro Rata Share terms of the Revolving Loan Commitment and prepay in full its Obligations to such non-consenting Lender, in accordance with subsection 1.10(B)this Agreement.

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) 10 Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) If, in connection with any proposed amendment, modification, termination or waiver of any of the provisions of this Agreement as contemplated by clauses (a) through (i) of the first proviso of subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (A) or (B) below, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) terminate such non-consenting Lender's Pro Rata Share of the Revolving Loan Commitment and prepay in full its Obligations to such non-consenting Lender, in accordance with subsection 1.10(B).

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) If, in connection with any proposed amendment, modification, termination or waiver of any of the provisions of this Agreement as contemplated by clauses (a) through (i) of the first proviso of subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders or participants whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders and participants are treated as described in clauses (A) or (B) below, to either (A) replace each such non-non- consenting Lender or participant with one or more Replacement Lenders pursuant to subsection 1.10(A1.9(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) terminate such non-consenting Lender's Pro Rata Share of the Revolving Loan Commitment and prepay in full its Obligations to such non-consenting Lender, in accordance with subsection 1.10(B1.9(B).

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower Borrowers will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) If, in connection with any proposed amendment, modification, termination or waiver of any of the provisions of this Agreement as contemplated by clauses (a) through (i) of the first proviso of subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower Borrowers shall have the right, so long as all non-consenting Lenders are treated as described in clauses (A) or (B) below, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) terminate such non-consenting Lender's Pro Rata Share of the Revolving Loan Commitment and prepay in full its Obligations to such non-non- consenting Lender, in accordance with subsection 1.10(B).

Amendments, Consents and Waivers for Certain Actions. (Aa) Except as otherwise provided in this subsection 8.3herein, in subsection 9.2 or in any Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) If, in connection with any proposed no amendment, modification, termination or waiver of any of the provisions provision of this Agreement as contemplated by clauses (a) through (i) or of the first proviso of subsection 9.2Notes, or consent to any departure by the consent of Requisite Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by any Required Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtainedand such Loan Party; PROVIDED, then Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (A) or (B) below, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed that no amendment, modification, termination or waiver shall, unless in writing and signed by all Lenders or, in the case of subsection (a) below, the affected Lender, do any of the following: (a) increase the Commitment of any Lender; (b) reduce the principal of, rate of interest on or fees payable with respect to any Loan; (Bc) terminate such non-consenting Lender's Pro Rata Share postpone the maturity of the Revolving Loan Commitment Initial Term or any Revolving Loan Renewal Term, as applicable, the maturity of any of the Term Loans or any date fixed for any payment with respect to any amount of principal, interest or fees with respect to any Loan; (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for Lenders to take or approve of any action hereunder; (e) amend or waive this subsection 10.3 or the definitions of the terms used in this subsection 10.3 insofar as the definitions affect the substance of this subsection 10.3; (f) consent to the assignment or other transfer by the Company, any Borrower or WQD of any of its or their rights and prepay obligations under any Loan Document; (g) release or compromise any Collateral having an aggregate value greater than $2,000,000; or (h) waive a Default or Event of Default arising under paragraphs (i), (viii), (ix) or (x) of the definition thereof; PROVIDED, FURTHER, that no amendment, modification, termination or waiver affecting the rights or duties of the Agent under any Loan Document shall in full its Obligations any event be effective, unless in writing and signed by such Person, in addition to the Lenders required hereinabove to take such non-consenting Lenderaction. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for the Agent to take additional Collateral pursuant to any Financing Agreement. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the holder of that Note. No notice to or demand on any Loan Party or WQD not required by the terms hereof in any case shall entitle such Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this subsection 1.10(B10.3 shall be binding upon each holder of the Notes at the time outstanding, each future holder of the Notes, and, if signed by any Borrower, on such Borrower. (b) Notwithstanding anything to the contrary contained herein, the Agent may, at its sole discretion, release or compromise Collateral and the proceeds thereof to the extent of asset dispositions permitted by the terms hereof and may release its Lien against a part of the Collateral constituting demonstration vehicles not constituting a part of the Borrowing Base with a value of up to $500,000 financed with Indebtedness permitted by subsection 8.2(iii).

Amendments, Consents and Waivers for Certain Actions. (A) Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Assignment and Acceptance Agreement and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. (B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent. (C) If, in connection with any proposed No amendment, modification, termination or waiver of any of the provisions provision of this Agreement as contemplated or consent to any departure by clauses Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers and by the Banks holding at least two-thirds (a) through (i66 2/3%) of the first proviso outstanding amounts of subsection 9.2the Loans; provided, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders are treated as described in clauses (A) or (B) below, to either (A) replace each such non-consenting Lender with one or more Replacement Lenders pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed that no amendment, modification, termination or waiver or shall, unless in writing and signed by all Banks or, in the case of subsection (Ba) terminate such non-consenting Lender's Pro Rata Share below, the affected Bank, do any of the Revolving following: (a) increase the Commitment of any Bank; (b) reduce the principal of, rate of interest on or fees payable with respect to any extensions of credit hereunder; (c) postpone the Maturity Date or any date fixed for any payment with respect to any amount of principal, interest or fees with respect to any extensions of credit hereunder; (d) amend or waive any of the covenants contained in Article 6 hereof, or this Section 9.3; (e) consent to the assignment or other transfer by Borrowers of any of their rights and obligations under this Agreement or any of the Loan Commitment Documents; (f) except as specified in section 9.2(j) above, release any material portion of the Collateral; or (g) waive any material condition precedent to any borrowing hereunder. Each amendment, modification, termination or waiver shall be effective only in the specific instance and prepay for the specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for Agent to accept from the Borrowers additional collateral. No notice to or demand on Borrowers not required by the terms hereof in full its Obligations any case shall entitle Borrowers to such non-consenting Lender, any other or further notice or demand in accordance with subsection 1.10(B)similar or other circumstances.