Common use of Amendments Consents Conflicts and Waivers Clause in Contracts

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: (a) Executed by Borrower and Administrative Agent if it purports to reduce or increase any fees payable to Administrative Agent by Borrower. (b) Executed by Borrower and Administrative Agent and executed or approved in writing by all Lenders if action of all Lenders is specifically provided in any Loan Document or if it purports to (i) except as otherwise stated in this SECTION 12.10, extend the due date or decrease the scheduled amount of any payment under any Loan Document or reduce the rate or amount of interest, fees, or other amounts payable to Administrative Agent or any Lender under any Loan Document, (ii) alter or amend each Lender's obligation to severally provide its Commitment Percentage of Warehouse Borrowings as set forth in SECTION 2.1, (iii) amend any portion of SECTION 3.3, SECTION 3.6, SECTIONS 3.9 through 3.12, SECTION 4.7, or SECTION 12.10, (iv) change the definition of (or any component of the definition of) Borrowing Base, Commitments, Commitment Percentage, Required Lenders, Eligible Collateral, Market Value, Stated-Termination Date, or Termination Percentage, (v) partially or fully release any Collateral except releases of Collateral contemplated in this agreement, or (vi) waive an Event of Default under SECTION 10.1(d). (c) Otherwise (i) for this agreement, executed by Borrower, Administrative Agent, and Required Lenders, or (ii) for other Loan Documents, approved in writing by Required Lenders and executed by Borrower, Administrative Agent, and any other party to that Loan Document. No course of dealing or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender under the Loan Documents operates as a waiver of that Right. An approval, consent, or waiver is only effective for the specific instance and purpose for which it is given. The Loan Documents may only be supplemented by agreements, documents, and instruments delivered according to their respective express terms.

Amendments Consents Conflicts and Waivers. An amendment (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 (except removal of Administrative Agent as provided in Section 12) 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 Documents may only be the subject of an approvalamendment, consentmodification, or waiver by Agent or by one or more Lenders under -- any Loan Document must be in writing and must be: (a) Executed by if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent if it purports to reduce or increase any fees payable to (except as set forth above), Administrative Agent by BorrowerAgent, have approved same. (b) Executed by Borrower and Administrative Agent and executed or approved in writing by all Lenders if action of all Lenders is specifically provided in any Any amendment to the Loan Document or if it Documents which purports to (i) except as otherwise stated in this SECTION 12.10, extend change the due date allocation of payments among the Facilities or Subfacilities or (ii) decrease the scheduled amount of any mandatory payment or commitment reduction required by Section 3.3(b)(i) must be by an instrument in writing executed by Borrower and by Required Lenders. (c) Except as provided in Section 13.11(b), any amendment to or consent or waiver under any Loan Document 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 Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) postpones or delays any date fixed by the Loan Documents for any payment or mandatory prepayment of all or any part of the Obligation payable to such Lender or Administrative Agent; (ii) reduces the interest rate or decreases the amount of any payment under any Loan Document or reduce the rate or amount of principal, interest, fees, or other amounts sums payable to Administrative Agent or any such Lender under hereunder (except such reductions as are contemplated by this Agreement); (iii) changes the definition of "Required Lenders" or this Section 13.11(c) or any other provisions of the Loan Document, Documents that require the unanimous consent of the Lenders; (iiiv) alter changes the order of application of any payment or amend each Lender's obligation to severally provide its Commitment Percentage of Warehouse Borrowings as prepayment set forth in SECTION 2.1Sections 3.3 and 3.12 in any manner that materially affects such Lender or Administrative Agent; (v) except as otherwise permitted by any Loan Document (including, (iii) amend any portion of SECTION 3.3without limitation, SECTION 3.6Section 6.4), SECTIONS 3.9 through 3.12waives compliance with, SECTION 4.7amends, or SECTION 12.10releases all or substantially all of the Guaranties; (vi) except as contemplated in Section 6.4, releases all or substantially all of the Collateral for the Obligation or permits the creation, incurrence, assumption, or existence of any Lien on all or substantially all of the Collateral to secure any obligations, other than Liens securing the Obligation and Permitted Liens; (ivvii) change changes the applicable advance rate percentages set forth in the definition of "Borrowing Base", (or any component of viii) otherwise changes the definition of) of "Borrowing Base", Commitments, Commitment Percentage, Required Lenders, "Eligible Collateral, Market Value, Stated-Termination DateAccounts", or Termination Percentage, (v) partially or fully release any Collateral except releases of Collateral contemplated in this agreement"Eligible Inventory", or (viix) waive an Event changes this clause (c) or any other matter specifically requiring the consent of Default under SECTION 10.1(d)all Lenders hereunder. Without the consent of such Lender, no Lender's "Committed Sum" or "Commitment Percentage" may be increased. (cd) Otherwise (i) for Any conflict or ambiguity between the terms and provisions of this agreement, executed by Borrower, Administrative Agent, Agreement and Required Lenders, or (ii) for terms and provisions in any other Loan Documents, approved in writing Document shall be controlled by Required Lenders the terms and executed by Borrower, Administrative Agent, and any other party to that Loan Document. provisions herein. (e) No course of dealing or nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender under the Loan Documents operates hereunder shall operate as a waiver of that Rightthereof. An approvalA waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, consentif required hereunder) to be effective, or and such waiver is will be effective only effective for in the specific instance and for the specific purpose for which it is given. The Loan Documents may only be supplemented by agreements, documents, and instruments delivered according to their respective express terms.

Amendments Consents Conflicts and Waivers. An amendment (a) Except as otherwise specifically provided in this Section 14.10 or otherwise in the Loan Documents, (i) this Agreement may only be amended, modified, or waived by an instrument in writing executed jointly by Borrowers and Required Holders, and, if required by, the Intercreditor Agreement, the Senior Agent, and, in the case of -- any matter affecting Administrative Agent (except removal of Administrative Agent as provided in Section 13) 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 Documents may only be the subject of an approvalamendment, consentmodification, or waiver by Agent or by one or more Lenders under -- if Borrowers and Required Holders, and, in the case of any Loan Document must be in writing and must be: (a) Executed by Borrower and matter affecting Administrative Agent if it purports to reduce or increase any fees payable to (except as set forth above), such Administrative Agent by BorrowerAgent, have approved same. (b) Executed by Borrower and Administrative Agent and executed Any amendment to or approved in writing by all Lenders if action of all Lenders is specifically provided in consent or waiver under any Loan Document or if it which purports to accomplish any of the following must be approved by Borrowers and by each Holder adversely affected thereby, and, if required by, the Intercreditor Agreement, the Senior Agent, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) except as otherwise stated in this SECTION 12.10, extend postpones or delays any date fixed by the due date Loan Documents for any payment of all or decrease any part of the scheduled Obligation payable to such Holder or Administrative Agent; (ii) reduces the interest rate or decreases the amount of any payment under any Loan Document or reduce the rate or amount of principal, interest, fees, or other amounts sums payable to Administrative Agent or any Lender under such Holder hereunder (except such reductions as are contemplated by this Agreement); (iii) changes the definition of "Required Holders" or this Section 14.10(b) or any other provisions of the Loan Document, Documents that require the unanimous consent of the Holders; (iiiv) alter changes the order of application of any payment or amend each Lender's obligation to severally provide its Commitment Percentage of Warehouse Borrowings as prepayment set forth in SECTION 2.1, (iii) amend Sections 3.3 and 3.12 in any portion of SECTION 3.3, SECTION 3.6, SECTIONS 3.9 through 3.12, SECTION 4.7, manner that adversely affects such Holder or SECTION 12.10, (iv) change the definition of (Administrative Agent; or any component of the definition of) Borrowing Base, Commitments, Commitment Percentage, Required Lenders, Eligible Collateral, Market Value, Stated-Termination Date, or Termination Percentage, (v) partially or fully release except as otherwise permitted by any Collateral except Loan Document (including, without limitation, Section 6.3), releases of Collateral contemplated in this agreement, or (vi) waive an Event of Default under SECTION 10.1(d). (c) Otherwise (i) for this agreement, executed by Borrower, Administrative Agent, and Required Lenders, or (ii) for other Loan Documents, approved in writing by Required Lenders and executed by Borrower, Administrative Agent, and any other party to that Loan Document. No course of dealing all or any failure or delay by Administrative Agent, any Lender, substantial portion of the Collateral or any material Borrower. Without the consent of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender under the Loan Documents operates as a waiver of that Right. An approvalsuch Holder, consent, or waiver is only effective for the specific instance and purpose for which it is given. The Loan Documents no Holder's "Commitment Percentage" may only be supplemented by agreements, documents, and instruments delivered according to their respective express termsincreased.

Amendments Consents Conflicts and Waivers. An amendment of -- of, or an approval, consent, or waiver by Administrative Agent or by one or more Lenders under -- under, any Loan Document must be in writing and must be: (a) Executed by Borrower the Companies and Administrative Agent if it purports to reduce or increase any fees payable to Administrative Agent by Borrowerthe Companies. (b) Executed by Borrower the Companies and Administrative Agent and executed or approved in writing by all Lenders if action of all Lenders is specifically provided in any Loan Document or if it purports to (i) except as otherwise stated in this SECTION 12.10Section 12.11, extend the due date or decrease the scheduled amount of any payment under any Loan Document under, or reduce the rate or amount of interest, fees, or other amounts payable to Administrative Agent or any Lender under under, any Loan Document, (ii) alter or amend each Lender's obligation to severally provide its Commitment Percentage of Warehouse Borrowings as set forth in SECTION 2.1, (iii) amend any portion of SECTION 3.3, SECTION 3.6, SECTIONS 3.9 through 3.12, SECTION 4.7, or SECTION 12.10, (iv) change the definition of Borrowing Base (or any component of the definition of) Borrowing Base, Commitmentsit), Commitment Percentage, Required Determining Lenders, Eligible CollateralCollateral (or any component of it), Market Value, Stated-Termination Date, or Termination Percentage, (viii) partially or fully release any guaranty or any Collateral except releases of Collateral contemplated in this agreement, or (viiv) change or waive an Event of Default under SECTION 10.1(d)compliance with Sections 3.2, 3.5, 3.6, 4.3, 4.8, 4.9, 5, 9, 10.1, 10.2, 10.9, 10.10, 12.1, or 12.11. (c) Otherwise (i) for this agreement, executed by Borrowerthe Companies, Administrative Agent, and Required Determining Lenders, or (ii) for other Loan Documents, approved in writing by Required Determining Lenders and executed by Borrowerthe Companies, Administrative Agent, and any other party to that Loan Document. Amendments shall be in a form acceptable to the Companies and Administrative Agent. No course of dealing or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender under the Loan Documents operates as a waiver of that Right. An approval, consent, or waiver is only effective for the specific instance and purpose for which it is given. The Loan Documents may only be supplemented by agreements, documents, and instruments delivered according to their respective express terms.