Common use of Amendments, Xxx Clause in Contracts

Amendments, Xxx. Xx amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Borrower and each Lender affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Advances or, to the extent then accrued, other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or, to the extent then accrued, other amounts payable hereunder, (e) change the definition of “Required Lenders” or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) alter the manner in which payment or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or (g) amend this Section 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.

Amendments, Xxx. Xx amendment or waiver of any provision of this Agreement or the NotesAgreement, nor consent to any departure by the any Borrower or Mondelēz therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower Required Lenders and the Required LendersMondelēz, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Borrower Lenders (including Defaulting Lenders) affected thereby and each Lender affected therebyMondelēz, do any of the following: (a) waive any of the conditions specified in Sections 3.01, 3.02, 3.03 or 3.05 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02, 3.03 or 3.05 unless the amendment or waiver so provides), (b) increase the Commitments of the LendersLenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Pro Rata Advances or, to the extent then accrued, or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Pro Rata Advances or, to the extent then accrued, or any fees or other amounts payable hereunder, (e) change the definition of “Required Lenders” or the percentage of the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunderhereunder (including any such change to the definition of “Required Lenders”), (f) release Mondelēz from any of its obligations under Article VIII, (g) change Section 2.16 in a manner that would alter the manner in which payment or prepayments pro rata sharing of principal, interest or other amounts hereunder shall be applied as among the Lenders payments required thereby or (gh) amend this Section 8.019.01; provided further that no waiver of the conditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Noteand (y) this Agreement may be amended with the written consent of the Administrative Agent and Mondelēz.

Amendments, Xxx. Xx amendment or waiver of any provision of this Agreement or the Notesany other Loan Document, nor consent to any departure by the any Borrower or any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, shall (a) unless in writing and signed by the Borrower and each Lender directly affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (bi) increase the Commitments amount or extend the expiration date of the Lendersany Lender's Commitment, (cii) reduce the principal of, or interest on, the Advances or, to the extent then accrued, or any fees or other amounts payable hereunder, hereunder or (diii) postpone any date fixed for any payment of principal of, or interest on, the Advances or, to the extent then accrued, or any fees or other amounts payable hereunder; (b) unless in writing and signed by all of the Lenders, do any of the following: (ei) change the definition of “Required Lenders” or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (fii) alter other than in accordance with Section 9.13, release all or substantially all of the manner in which payment Collateral or prepayments release all or substantially all of principalthe guarantors from their obligations under the Guarantee and Collateral Agreement, interest or other amounts hereunder shall be applied as among the Lenders or (giii) amend Section 9.13(c), (iv) amend this Section 8.019.01 or (v) other than in accordance with Section 6.01(d), release either Borrower from all of its obligations hereunder; (c) unless in writing and provided further that no amendmentsigned by the Supermajority Lenders, waiver or consent shall, increase any advance rate percentage set forth in the definition of "Borrowing Base"; (d) unless in writing and signed by the Agent (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article VIII or affect the rights or duties of the Agent under this Agreement or any Noteother Loan Document; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Section 2.03 or 2.04; or (f) unless in writing and signed by each Issuing Lender (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article III.

Amendments, Xxx. Xx amendment or waiver of any provision of this Agreement or the Notesany other Loan Document, nor and no consent to any departure by the Borrower or any other Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower Required Lenders and the Required LendersBorrower or the applicable Credit Party, as the case may be, and then 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, however, that no such amendment, waiver or consent shall, unless in writing and signed by the Borrower and each Lender affected thereby, do any of the following: : (a) waive extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of the conditions specified in Section 3.01, such Lender; (b) increase postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest (other than default interest), fees or other amounts due to the Commitments Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that for the avoidance of doubt, mandatory prepayments pursuant to Section 2.03 may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders, ; (c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (v) of the Advances or, second proviso to the extent then accrued, this Section 10.01) any fees or other amounts payable hereunderhereunder or under any other Loan Document relating to the Loans, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest then applicable) or to waive any obligation of the Borrower to pay interest at the Default Rate; (d) postpone (i) change Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or the order of the application of payments thereunder, in each case, without the written consent of each Lender directly affected thereby or (ii) change the order of application of any date fixed for reduction in the Commitments or any payment prepayment of principal ofLoans set forth in the applicable provisions of Section 2.03, or interest on, in any manner that materially and adversely affects a Lender without the Advances or, to written consent of the extent then accrued, other amounts payable hereunder, Required Lenders; (e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the Commitments definitions specified in clause (ii) below) without the written consent of each Lender; (i) release all or substantially all of the aggregate unpaid principal Collateral in any transaction or series of related transactions, (ii) release all or substantially all of the Guarantors party to the Guarantees or release the Borrower, (iii) subordinate the Obligations hereunder to any other Indebtedness or (iv) except as provided by operation of applicable Law, subordinate the Liens on all or substantially all of the Collateral granted in favor of the Administrative Agent for itself and the other Secured Parties under the Security Documents to any other Lien, in each case, without the written consent of each Lender; (i) increase the advance rates set forth in or otherwise amend the definition of “Borrowing Base” (including component definitions therein) without the written consent of each Lender, (ii) amend the definition of “Reserves” (including component definition thereof) without the written consent of each Lender, (iii) make less restrictive the eligibility criteria contained in the definitions of “Eligible Domestic Accounts”, “Eligible Domestic Investment Grade Accounts”, “Eligible Domestic Non-Investment Grade Accounts”, “Eligible Unbilled Domestic Accounts”, “Eligible Unbilled Foreign Accounts”, “Eligible Foreign Accounts” or “Protective Advance” without the written consent of each Lender, or (iv) amend Section 2.15 without the consent of each Lender in each case, in a manner which would result in a greater amount of credit being made available to the Advances, or the number of Lenders, Borrower (it being understood and agreed that shall be required for the Lenders or any of them to take any action hereunder, (f) alter the manner nothing in which payment or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or this clause (g) amend this Section 8.01shall limit, restrict or impair the rights of the Administrative Agent to impose or establish any and all Reserves, and thereafter to reduce or eliminate such Reserves or to determine the eligibility of Collateral for inclusion in the calculation of the Borrowing Base); and or (h) without the prior written consent of each Lender, impose any materially greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder; provided further further, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such actionabove, affect the rights or duties of the Administrative Agent under this Agreement or any Noteother Loan Document; (ii) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (iii) Section 2.07(b) may be amended, or rights or privileges thereunder waived, in a writing executed only by the Borrower and the Administrative Agent; (iv) typographical or scrivener’s errors may be corrected solely with the consent of the Borrower or any other applicable Credit Party and the Administrative Agent, and (v) no amendment, waiver or consent which has the effect of enabling the Borrower to satisfy any condition to a Borrowing contained in Section 4.02 hereof which, but for such amendment, waiver or consent would not be satisfied, shall be effective to require the Lenders to make any additional Revolving Credit Loans, unless and until the Required Lenders (or, if applicable, all Lenders) shall have approved such amendment, waiver or consent.