Consent and Amendments Sample Clauses

Consent and Amendments. Upon the later to occur of (x) the effectiveness of this Amendment in accordance with Section 2 below and (y) the expiration of the existing Interest Period of the Borrower based on LIBOR (May 31, 2023), the Borrower and the Credit Facility Agent hereby consent and agree that the Credit Facility Agreement is hereby amended to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and to add the blue double-underlined text or green underlined text (indicated textually as the following examples: double-underlined text and underlined text), as set forth in the pages of the Credit Facility Agreement attached as Exhibit A hereto.
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Consent and Amendments. (a) The Required Lenders hereby consent to the amendment of the Intercreditor Agreement pursuant to an amendment substantially in the form attached hereto as Exhibit D. (b) The Borrowers and the Required Lenders hereby agree that, upon the Forbearance Agreement, Consent and Amendment Effective Date, the Existing Facility Agreement is amended as follows: (i) Schedule 1.01(a) (Commitments) is hereby deleted in its entirety and replaced with a revised Schedule 1.01(a) (Commitments) attached as Exhibit A to the Forbearance Agreement, Consent and Amendment. (ii) Section 1.01 of the Existing Facility Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical order:
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Consent and Amendments. (a) The Standby Lenders hereby consent to the amendment and restatement of Schedules 5.13 and 7.02 of the Credit Agreement described in Section 3 of the US Amendment, and the Standby Lenders acknowledge that such amendment and restatement is effective pursuant to Section 2(a)(i) of the Agreement as an amendment of Sections 5.13 and 7.02 of the Credit Agreement as incorporated in the Agreement. Section 4.1 (a) of the Standby Security Agreement is hereby amended to read as follows: (a) keep all the inventory (other than inventory sold in the ordinary course of business or inventory in transit in the ordinary course of business to or between the locations of the Grantor specified in Item A of Schedule I or to purchasers of such inventory) at the places therefor specified in Section 3.1 and the office(s) where it keeps its records concerning the Inventory located at the addresses set forth on Item B of Schedule I or at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.5) shall be true and correct, and all action required pursuant to Section 4.5 shall have been taken with respect to the Inventory, and to deliver not more than thirty days after the end of each fiscal quarter a report in form and substance satisfactory to the Collateral Agent which discloses the locations of all places where Inventory is stored; and"
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Consent and Amendments. 3.1 Pursuant to Clause 23.1 (Required consents) of the RSA, the Issuer and the Ad-Hoc Group agree that with effect from the Effective Date, the RSA shall be amended as follows: (a) Paragraph (a)(ii) of Clause 10.1 (Support for the Restructuring) shall be deleted in its entirety and shall be replaced as follows: (ii) execute and deliver the Restructuring Documents (as applicable) and all ancillary documents, notices, confirmations and consents relating thereto, in each case that are in a form agreed between the Company and the Ad-Hoc Group’s Counsel, and the Company, the Ad-Hoc Group’s Counsel and the Tranche B Provider in respect of the Restructuring Documents, ancillary documents, notices, confirmations and consents to which the Tranche B Provider will be party;” (b) a new paragraph (c) shall be added to Clause 15.5 (Termination by an individual Participating Creditor) as follows: (c) This Agreement may be terminated by a Participating Creditor in respect of itself if any of the conditions to accession in the Accession Letter of such Participating Creditor are not met.”
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Consent and Amendments. Subject only to the satisfaction of the conditions precedent set forth in Section 2 hereof: a. The Agent and Lender each hereby: (i) consents to the consummation of the Senior Notes Refinancing through the issuance of the Subordinated Notes; (ii) waives any right to participate in the EXHIBIT 4.7
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Consent and Amendments. Subject to the satisfaction of the conditions set forth in Section 5, (a) You consent to the Conversion. (b) As the context may require, all references in the Agreement and the Notes to "Diamond Walnut Growers, Inc., a California corporation" and similar phrases are hereby amended to be references instead to "Diamond Foods, Inc., a Delaware corporation" and correlative phrases. (c) Section 5.1 of the Agreement is hereby amended in its entirety to read as follows:
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Consent and Amendments 
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Related to Consent and Amendments

  • Supplements and Amendments This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

  • Modifications and Amendments The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

  • Waivers and Amendments Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

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