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

Amendments, Consents and Waivers for Certain Actions. (a) Agent is authorized and empowered on behalf of the Lenders to amend or modify in writing any provision of this Agreement or another Loan Document which relates or pertains to the Borrower, or to consent to or waive Borrower's performance of any obligation on any Event of Default, only with the prior written consent of the Required Lenders; provided, however, that if another provision of this Agreement requires the consent of all of the Lenders, any amendment, modification, consent or waiver as to such provision shall require the prior written consent of all of the Lenders. When Agent requests the consent of the Required Lenders or all of the Lenders, as applicable, and does not receive a written consent or denial thereof from any Lender within five (5) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied such consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. Any amendment fee paid by Borrower shall be for the pro-rata benefit of the Lenders. (b) In the event Agent requests the consent or approval of any Lender, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders and such consent or approval is not received from the required Lenders, then Agent may, at its option, require the nonconsenting Lender(s) to assign its interest in the Loan to Agent and the other consenting Lenders who wish to participate in the purchase of the nonconsenting Lender's interest in the Loan, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due the nonconsenting Lender, which interest and fees will be paid when collected from Borrower. The nonconsenting Lender shall assign its interest in the Loan to the parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender who wishes to purchase a portion of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require the nonconsenting Lender to assign its interest in the Loan as set forth above. The Lenders who elect to purchase a portion of the nonconsenting Lender's interest in the Loan (including Agent, if applicable) shall purchase such interest in proportion to their respective Pro Rata Shares.

Amendments, Consents and Waivers for Certain Actions. (a) Agent is authorized and empowered on behalf of the Lenders to amend or modify in writing any provision of this Agreement or another Loan Document which relates or pertains to the Borrower, or to consent to or waive Borrower's performance of any obligation on any Event of Default, only with the prior written consent of the Required Lenders; provided, however, that if another provision of this Agreement requires the consent of all of the Lenders, any amendment, modification, consent or waiver as to such provision shall require the prior written consent of all of the Lenders. When Agent requests the consent of the Required Lenders or all of the Lenders, as applicable, and does not receive a written consent or denial thereof from any Lender within five (5) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied such consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, release any Collateral or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. Any amendment fee paid by Borrower shall be for the pro-rata benefit of the Lenders. (b) In the event Agent requests the consent or approval of any Lender, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders and such consent or approval is not received from the required Lenders, then Agent may, at its option, require the nonconsenting Lender(s) to assign its interest in the Loan to Agent and the other consenting Lenders who wish to participate in the purchase of the nonconsenting Lender's interest in the Loan, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due the nonconsenting Lender, which interest and fees will be paid when collected from Borrower. The nonconsenting Lender shall assign its interest in the Loan to the parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender who wishes to purchase a portion of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require the nonconsenting Lender to assign its interest in the Loan as set forth above. The Lenders who elect to purchase a portion of the nonconsenting Lender's interest in the Loan (including Agent, if applicable) shall purchase such interest in proportion to their respective Pro Rata Shares.

Amendments, Consents and Waivers for Certain Actions. (aA) Agent is authorized Except as otherwise provided in this subsection 8.3, in subsection 9.2 or in any Lender Addition Agreement and empowered on behalf 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 the Requisite Lenders and Borrower will be required to amend amend, modify, terminate, or modify in writing waive any provision of this Agreement or another Loan Document which relates or pertains to the Borrower, or to consent to or waive Borrower's performance of any obligation on any Event of Default, only with the prior written consent of the Required Lenders; provided, however, that if another provision of this Agreement requires other Loan Documents. (B) In the consent of all of the Lenders, any amendment, modification, consent or waiver as to such provision shall require the prior written consent of all of the Lenders. When event Agent requests the consent of the Required Lenders or all of the Lenders, as applicable, a Lender and does not receive a written consent or denial thereof from any Lender within five ten (510) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied the giving of such consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. Any amendment fee paid by Borrower shall be for the pro-rata benefit of the Lenders. (bC) In the event Agent requests the consent or approval of any Lender, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders a Lender and such consent or approval is not received from the required Lendersdenied, then Agent Hellxx xx the Lender which assigned its interest in the Loans to such Lender (the "Assigning Lender") may, at its option, require the nonconsenting Lender(s) such Lender to assign reassign its interest in the Loan Loans to Agent and Hellxx xx the other consenting Lenders who wish to participate in the purchase of the nonconsenting Assigning Lender's interest in the Loan, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due the nonconsenting such Lender, which interest and fees will be paid when collected from Borrower. The nonconsenting In the event that Hellxx xx the Assigning Lender shall assign elects to require any Lender to reassign its interest to Hellxx xx the Assigning Lender, Hellxx xx the Assigning Lender, as applicable, will so notify such Lender in the Loan to the parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender who wishes to purchase a portion of the nonconsenting writing within forty-five (45) days following such Lender's interest in the Loan shall notify Agent of denial, and such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require the nonconsenting Lender to assign its interest in the Loan as set forth above. The Lenders who elect to purchase a portion of the nonconsenting Lender's interest in the Loan (including Agent, if applicable) shall purchase such interest in proportion to their respective Pro Rata Shares.will reassign its

Amendments, Consents and Waivers for Certain Actions. (a) Agent is authorized and empowered on behalf Except as otherwise provided herein, no amendment, modification, termination or waiver of the Lenders to amend or modify in writing any provision of this Agreement or another Loan Document which relates or pertains to of the BorrowerNotes, or to consent to or waive Borrower's performance of any obligation on departure by the Loan Party therefrom, shall in any Event of Default, only with event be effective unless the prior written consent of the same shall be in writing and signed by any Required LendersLenders and such Loan Party; provided, howeverPROVIDED, that if another provision of this Agreement requires the consent of all of the Lenders, any no amendment, modification, consent termination or waiver as to such provision shall require shall, unless in writing and signed by all Lenders or, in the prior written consent case of all subsection (a) below, the affected Lender, do any of the Lenders. When Agent requests following: (a) increase the consent Commitment of any Lender; (b) reduce the principal of, rate of interest on or fees payable with respect to any Loan; (c) postpone the maturity of the Required Lenders Revolving Loan Initial Term or all of the Lendersany Revolving Loan Renewal Term, as applicable, and does not receive a written consent or denial thereof from the maturity of any Lender within five (5) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied such consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement Term Loans or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal date fixed for any payment with respect to any amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under with respect to any Loan; (d) change the Loan Documents, percentage of the Commitments or modify, 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 compliance 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 with Sections 5.13or WQD of any of its or their rights and 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), 5.14(viii), 5.15 (ix) or 5.16(x) of the definition thereof; PROVIDED, except as expressly provided for FURTHER, that no amendment, modification, termination or waiver affecting the rights or duties of the Agent under any Loan Document shall in any event be effective, unless in writing and signed by such Person, in addition to the Lenders required hereinabove to take such action. Each amendment, modification, termination or waiver shall be effective only in the Loan Documentsspecific 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 consent written concurrence of all Lendersthe 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 fee paid by Borrower amendment, modification, termination, waiver or consent effected in accordance with this subsection 10.3 shall be for the pro-rata benefit binding upon each holder of the LendersNotes at the time outstanding, each future holder of the Notes, and, if signed by any Borrower, on such Borrower. (b) In Notwithstanding anything to the event Agent requests the consent or approval of any Lendercontrary contained herein, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders and such consent or approval is not received from the required Lenders, then Agent may, at its optionsole discretion, require the nonconsenting Lender(s) to assign its interest in the Loan to Agent release or compromise Collateral and the other consenting Lenders who wish to participate in the purchase of the nonconsenting Lender's interest in the Loan, or to a replacement Lender designated by Agent (proceeds thereof to the extent Agent of asset dispositions permitted by the terms hereof and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) for may release its Lien against a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due the nonconsenting Lender, which interest and fees will be paid when collected from Borrower. The nonconsenting Lender shall assign its interest in the Loan to the parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender who wishes to purchase a portion part of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require the nonconsenting Lender to assign its interest in the Loan as set forth above. The Lenders who elect to purchase Collateral constituting demonstration vehicles not constituting a portion part of the nonconsenting Lender's interest in the Loan (including Agent, if applicable) shall purchase such interest in proportion Borrowing Base with a value of up to their respective Pro Rata Shares$500,000 financed with Indebtedness permitted by subsection 8.2(iii).

Amendments, Consents and Waivers for Certain Actions. (a) Agent is authorized Except as otherwise provided in this subsection, in subsection 9.15 or in any Assignment and empowered on behalf 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 the Requisite Lenders and Borrower will be required to amend amend, modify, terminate, or modify in writing waive any provision of this Agreement or another Loan Document which relates or pertains to the Borrower, or to consent to or waive Borrower's performance of any obligation on any Event of Default, only with the prior written consent of the Required Lenders; provided, however, that if another provision of this Agreement requires other Loan Documents. (b) In the consent of all of the Lenders, any amendment, modification, consent or waiver as to such provision shall require the prior written consent of all of the Lenders. When event Agent requests the consent of the Required Lenders or all of the Lenders, as applicable, a Lender and does not receive a written consent or denial thereof from any Lender within five ten (510) Business Days after such Lender's receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied the giving of such consent. Borrower agrees that it will not assert . (c) If, in connection with any claim of proposed amendment, modification, consent termination or waiver which is not in writing, which writing of any of the provisions of this Agreement as contemplated by clauses (a) through (i) references this Agreement or any other of the other Loan Documentsfirst proviso of subsection 9.15 regarding amendments, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. Any amendment fee paid by Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall be for have the proright, so long as all non-rata benefit of the Lenders. consenting Lenders are treated as described in clauses (bA) In the event Agent requests the consent or approval of any Lender(B) below, the Required Lenders to either (A) replace each such non-consenting Lender with one or of all of the more Replacement Lenders pursuant to this Agreement subsection so long as each such Replacement Lender consents to the proposed amendment, modification, termination or any other Loan Document or agreement among the Lenders and such consent or approval is not received from the required Lenders, then Agent maywaiver Borrower may obtain, at its optionBorrower's expense, require the nonconsenting Lender(s) to assign its interest in the Loan to Agent and the other consenting Lenders who wish to participate in the purchase of the nonconsenting Lender's interest in the Loan, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting "Replacement Lender's interest in the Loan") for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due the nonconsenting such non-consenting Lender, which interest Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrower obtains a Replacement Lender that will refinance all outstanding Indebtedness owed to such non-consenting Lender and fees assume its Commitments hereunder within ninety (90) days following notice of Borrower's intention to do so, the non-consenting Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 9.8 regarding assignments and participations, provided that Borrower has reimbursed such non-consenting Lender for any administrative fees; or (B) terminate such non-consenting Lender's Pro Rata Share of the Loan Commitment and prepay in full its Indebtedness to such non-consenting Lender as follows: Borrower may prepay in full all outstanding Indebtedness owed to such non-consenting Lender and terminate such non-consenting Lender's Pro Rata Share of the Loan Commitment, in which case the Loan Commitment will be paid when collected from Borrowerreduced by the amount of such Pro Rata Share. The nonconsenting Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Indebtedness owed to such non-consenting Lender shall assign its interest in and terminate such non-consenting Lender's obligations under the Loan to the parties designated by Agent pursuant to Section 8.19(a). Any consenting Lender who wishes to purchase a portion of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require the nonconsenting Lender to assign its interest in the Loan as set forth above. The Lenders who elect to purchase a portion of the nonconsenting Lender's interest in the Loan (including Agent, if applicable) shall purchase such interest in proportion to their respective Pro Rata SharesCommitment.

Amendments, Consents and Waivers for Certain Actions. 11.5.1 No amendment, modification, supplement, extension, termination (aother than a termination pursuant to Section 9.2) Agent is authorized and empowered on behalf or waiver of the Lenders to amend or modify in writing any provision of this Agreement or another any other Loan Document which relates or pertains to the Borrower, or to and no consent to or waive Borrower's performance any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by all the Lenders (and in the case of any obligation on any Event of Default, only with the prior written consent of the Required Lenders; provided, however, that if another provision of this Agreement requires the consent of all of the Lenders, any amendment, modificationmodification or supplement of or to any Loan Document to which the Borrower is a party, consent signed by the Borrower), and then any such waiver shall be effective only in the specific instance and for the specific purpose for which given. 11.5.2 Notwithstanding anything to the contrary contained herein, Agent may, at its sole discretion, release or waiver compromise Collateral and the proceeds thereof having a total value not in excess of Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate, as to such provision shall require determined by Agent, during the prior written consent term of all of this Agreement. In the Lenders. When event Agent requests the consent of the Required Lenders or all of the Lenders, as applicable, a Lender and does not receive a written consent approval or denial thereof from any Lender within five ten (510) Business Days after such Lender's ’s receipt of such request, then Agent shall again request the consent of such Lender, and if Agent does not receive a written consent or denial from such Lender within five (5) days of such Lender's receipt of such second request therefor, then such Lender will be deemed to have denied such request for consent. Borrower agrees that it will not assert any claim of amendment, modification, consent or waiver which is not in writing, which writing (i) references this Agreement or any other of the other Loan Documents, and (ii) is signed by the Required Lenders. Notwithstanding the foregoing, no amendment or waiver shall change the definition of Required Lenders or amend this Section 8.3, increase the principal amount of the Loan, reduce the stated interest rate or fees provided for in the Loan Documents, postpone the scheduled payment of any principal, interest or fees under the Loan Documents, or modify, amend or waive compliance by Borrower with Sections 5.13, 5.14, 5.15 or 5.16, except as expressly provided for in the Loan Documents, without the consent of all Lenders. Any amendment fee paid by Borrower shall be for the pro-rata benefit of the Lenders. (b) In the event Agent requests the consent or approval of any Lender, the Required Lenders or of all of the Lenders pursuant to this Agreement or any other Loan Document or agreement among the Lenders a Lender and such consent or approval is not received from the required Lendersdenied, then Agent or the Lender which assigned its interest in the Loan and Advances to such Lender (the “Assigning Lender”) may, at its option, require the nonconsenting Lender(s) such Lender to assign reassign its interest in the Loan Advances to Agent and or the other consenting Lenders who wish to participate in the purchase of the nonconsenting Assigning Lender's interest in the Loan, or to a replacement Lender designated by Agent (to the extent Agent and the consenting Lenders do not elect to purchase the nonconsenting Lender's interest in the Loan) as applicable, for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees under Section 2.14(a) and (c) due the nonconsenting such Lender, which interest and fees will be paid when collected from Borrower. The nonconsenting In the event that Agent or the Assigning Lender shall assign elects to require any Lender to reassign its interest to Agent or the Assigning Lender, Agent or the Assigning Lender, 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 Agent or the Assigning Lender, as applicable, no later than five (5) days following receipt of such notice. Notwithstanding any other provision of this Agreement to the contrary, neither Agent nor an Assigning Lender may require a Lender to reassign its interest in the Loan and Advances pursuant to this Section 11.5.2 when the parties designated consent requested by Agent or such Assigning Lender is denied pursuant to this Section 8.19(a). Any consenting Lender who wishes 11.5.2 or deemed to purchase a portion of the nonconsenting Lender's interest in the Loan shall notify Agent of such election within five (5) Business Days of Agent's notice to the consenting Lenders of Agent's election to require the nonconsenting Lender to assign its interest in the Loan as set forth above. The Lenders who elect to purchase a portion of the nonconsenting Lender's interest in the Loan (including Agent, if applicable) shall purchase such interest in proportion to their respective Pro Rata Sharesbe denied by Majority Lenders.