Waivers; Amendment and Assignment Clause Samples

Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Loans) shall have any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned without the express prior written consent of the Initial Member and any attempted assignment without such consent shall be void ab initio. (b) Notwithstanding anything to contrary contained elsewhere in this Agreement (including the foregoing Section 8.4(a)) or in any Ancillary Document, in order to facilitate the possible restructuring and sale of the Purchase Money Notes, the FDIC, without the consent of the Private Owner or the Company, may at any time that the FDIC is the holder of 100 percent of any Purchase Money Note or beneficial interest therein cause the Company to replace or reissue such Purchase Money Note (or any promissory note reissued in respect thereof) and make related changes, modifications or amendments to this Agreement and the Ancillary Documents as permitted therein; provided, however, that (i) (A) the maturity date of such replacement or reissued Purchase Money Note shall not be later than the seventh anniversary of the Closing Date and (B) the outstanding principal amount of such replacement or reissued Purchase Money Note at the time of its replacement or reissuance shall equal (1) the outstanding principal amount of such Purchase Money Note minus (2) the aggregate amount paid to the Holders of such Purchase Money Note pursuant to Section 3.3 and (ii) no modification contained in such replacement or reissued Purchase Money Note shall adversely affect in any material respect (A) the amount or timing of any payments or distributions to the Private Owner or any permitted successor or assign pursuant to the Priority of Payments, (B) any other rights or obligations of, or the need for any advances, contributions or payments from, the Private Owner or its Affiliates or any permitted successor or assign pursuant to this A...

Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this Agreement will be binding upon, and will inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and (except as specified in Section 7.2(f)) no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Assets) will have any rights or remedies pursuant to or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the Company without the express prior written consent of the Transferor, and any attempted assignment without such consent will be void ab (b) [intentionally omitted]. (c) [intentionally omitted]. (d) [intentionally omitted]. (e) [intentionally omitted]. (f) The FDIC is hereby constituted an express third party beneficiary of this Agreement with respect to any provisions of this Agreement which expressly grant rights or benefits to such Person in accordance with Section 2.1(p) of the Common Terms.

Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this Agreement shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and (except as specified in Section 8.4(f)) no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Assets) shall have any rights or remedies pursuant to or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the Company without the express prior written consent of the Transferor, and any attempted assignment without such consent shall be void ab initio. (b) [intentionally omitted]. (c) [intentionally omitted]. (d) [intentionally omitted]. (e) [intentionally omitted]. (f) The FDIC is hereby constituted an express third party beneficiary of this Section 8.4 and of Section 8.13 (and of, to the extent relevant to Section 8.4 or Section 8.13, the remainder of this Article VIII) and neither this Section 8.4 nor Section 8.13 (nor, in relation to Section 8.4 or Section 8.13, the remainder of this Article VIII) may be amended or modified without the consent of the FDIC (acting in its Corporate capacity). For the avoidance of doubt, each of the Transferor and the FDIC may enforce the provisions of Section 8.13 (and any other indemnity set forth herein) with respect to any Related Person in relation to itself (in its own name and/or in the name of and/or otherwise on behalf of such other Related Person).

Waivers; Amendment and Assignment. No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned parties and their respective heirs, executors, administrators, representatives, successors and FNBN RESCON I LLC Loan Contribution and Assignment Agreement 12373123.2 Person with any interest in or liability under any of the Loans) shall have any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned without the express prior written consent of the Initial Member and any attempted assignment without such consent shall be void ab initio.

Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this Agreement shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and (except as specified in Section 8.4(f)) no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Assets) shall have any rights or remedies pursuant to or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the Company without the express prior written consent of the Transferor, and any attempted assignment without such consent shall be void ab initio. (b) Intentionally omitted. (c) Intentionally omitted.