Waivers, Modifications and Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this instrument, along with all counterparts, and your acceptance shall represent a binding agreement between the Company, the Underwriters and the Mortgage Loan Sellers signing this Agreement for purposes of Section 5(g) and 7. Very truly yours, STRUCTURED ASSET SECURITIES CORPORATION II By: /s/ Xxxxx Xxxxxxxx ------------------------------------ Name: Xxxxx Xxxxxxxx Title: Senior Vice President Confirmed and accepted as of the date first above written: XXXXXX BROTHERS INC. UBS WARBURG LLC By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx ----------------------------------- --------------------------- Name: Xxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Title: Director By: /s/ Xxxx Xxxxx --------------------------- Name: Xxxx Xxxxx Title: Director Confirmed and accepted as of the date first above written, solely for purposes of Sections 5(g) and 7: UBS WARBURG REAL ESTATE INVESTMENTS INC. By: /s/ Xxxx Xxxxx ---------------------------- Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxxx Title: Director Confirmed and accepted as of the date first above written, solely for purposes of Section 5(g): XXXXXX BROTHERS HOLDINGS INC., DOING BUSINESS AS XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC. By: /s/ Xxx Xxx ---------------------------- Name: Xxx Xxx Title: Authorized Signatory SCHEDULE I Underwriting Agreement, dated as of December 18, 2002. Title and Description of the Certificates: LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through Certificates, Series 2002-C7, Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G Certificates Cut-off Date: December 11, 2002 Expected Closing Date: December 27, 2002 CERTIFICATES ------------ -------------------------------------------------------------------------------------------------------------------------- CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B --------- --------- --------- --------- ------- ----------------------------------------------------------------------------------------------------...
Waivers, Modifications and Amendments. No waiver, modification, or amendment of any term, condition or provision of this Agreement will be valid or of any force or effect unless made in writing and signed by both VDOT and the Participant. The effect of any such change will be limited to the extent specified and agreed to by VDOT and the Participant, as evidenced by signatures of duly appointed officers of each of the parties.
Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required Lenders; provided, however, that without the consent of all Lenders no such amendment, modification or waiver shall increase the amount or extend the term of any Lender's Revolving Credit Commitment or reduce the amount of any principal of or interest rate applicable to, or extend the maturity of, any Obligation owed to it or reduce the amount of the fees to which it is entitled hereunder or change this Section or change the definition of "Required Lenders" or change the number of Lenders required to take any action hereunder or under any of the other Loan Documents or permit the Company to assign any of its rights hereunder or release any Guarantor from its obligations under its Guaranty. No amendment, modification or waiver of the Agent's protective provisions shall be effective without the prior written consent of the Agent.
Waivers, Modifications and Amendments. Section 11.5.
Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required Banks; provided, however, that (a) without the consent of a Bank, no such amendment, modification or waiver shall increase the amount or extend the terms of that Bank's Commitment or reduce the interest rate applicable to or extend the express maturity of any Loan, fee or other Obligation owed to such Bank or reduce the amount of the fees to which such Bank is entitled hereunder and (b) without the consent of all Banks, no such amendment, modification or waiver shall release any Subsidiary or Xxxxxx from its obligations as a Subsidiary Guarantor or release any substantial (in value) part of the collateral security afforded by the Collateral Documents or change the definition of "Required Banks" or change the number of Banks required to take any action hereunder or under any of the other Loan Documents; it being understood (i) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(m) and (n) hereof) or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of a Commitment of any Bank, and (ii) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver of the Agent's protective provisions shall be effective without the prior written consent of the Agent.
Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required Banks; PROVIDED, HOWEVER, that without the consent of all Banks no such amendment, modification or waiver shall (i) increase the amount or extend the terms of any Bank's Commitment, (ii) reduce the interest rate applicable to or extend the maturity of any Loan, fee or other obligation owed to it or reduce the amount of the fees to which it is entitled hereunder, (iii) release any Material Subsidiary from its obligations under the Guaranty (except for releases expressly contemplated by this Agreement), (iv) release any substantial (in value) part of the collateral security afforded by the Collateral Documents (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Collateral Documents and except for releases of the Agent's lien thereon expressly contemplated by this Agreement) or permit the sale or discount of notes or accounts receivable except as permitted by Section 8.16(iv) hereof, (v) change this Section 11.13, or (vi) change the definition of "REQUIRED BANKS" or change the number of Banks required to take any action hereunder or under any of the other Loan Documents; it being understood (x) that waivers or modifications of covenants, Defaults or Events of Default (other than those set forth in Section 9.1(j) and (k) hereof) or of a mandatory reduction in the Commitments or of a mandatory prepayment may be made at the discretion of the Required Banks and shall not constitute an increase of the Commitment of any Bank, and that any resulting increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank, and (y) any waiver of applicability of any post-default increase in interest rates may be made at the discretion of the Required Banks. No amendment, modification or waiver of the Agent's or an Issuing Bank's protective provisions shall be effective without the prior written consent of the Agent or the relevant Issuing Bank."
Waivers, Modifications and Amendments. The failure of any Party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision hereof shall not be deemed to be a waiver of any other breach of such provision or any other provision on such occasion or any succeeding occasion. No waiver, modification, release or amendment of any obligation under or provision of this Agreement shall be valid or effective unless in writing and signed by both of the Parties.
Waivers, Modifications and Amendments. Any provision hereof or of the other Loan Documents may be amended, modified, waived or released and any Default or Event of Default and its consequences may be rescinded and annulled upon the written consent of the Required Lenders; provided, however, that without the consent of all Lenders no such amendment, modification or waiver shall increase the amount or extend the terms of any Lender's Commitment or reduce the interest rate applicable to or extend the maturity of any Obligation owed to it or reduce the amount of the fees to which it is entitled hereunder or change this Section or change the definition of "Required Lenders" or change the number of Lenders required to take any action hereunder or under any of the other Loan Documents. No amendment, modification or waiver of the Agent's protective provisions shall be effective without the prior written consent of the Agent.
Waivers, Modifications and Amendments. Any provision hereof or of any of the other Loan Documents may be amended, modified, waived or released and any Default or Unmatured Default and its consequences may be rescinded and annulled upon the written consent of the Required Lenders; provided, however, that without the consent of all Lenders no such amendment, modification or waiver shall increase the amount or extend the term of any Lender's Commitment or reduce the amount of any principal of or interest rate applicable to, or extend the maturity of, any obligation owed to it or reduce the amount of the fees to which it is entitled hereunder or release any substantial (in value) part of the collateral security afforded by the Security Agreements (except in connection with a sale or other disposition required to be effected by the provisions hereof or of the Security Agreement) or change this Section or change the definition of "Required Lenders" or change the number of Lenders required to take any action hereunder or under any of the other Loan Documents. No amendment, modification or waiver of the Agent's protective provisions shall be effective without the prior written consent of the Agent.
Waivers, Modifications and Amendments. All modifications or amendments of this Agreement or the Certificate of Limited Partnership shall require the approval of Representatives representing 100 percent of the total votes as provided in Section 3.8.(C).
