Amendments; Consents Sample Clauses

Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors.

Amendments; Consents. 71 11.3 Costs, Expenses and Taxes.................................................72 11.4 Nature of Lenders' Obligations............................................73 11.5 Survival of Representations and Warranties................................73 11.6 Notices...................................................................73 11.7 Execution of Loan Documents...............................................74 11.8 Binding Effect; Assignment................................................74 11.9 Right of Setoff...........................................................77 11.10

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by 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. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of the maturity of the Loans, the payment date of interest or any scheduled principal payment, the date of payment of commitment fees payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of interest or scheduled principal due on any Loan, or the payment of commitment fees hereunder, (d) any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (e) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (f) the release of any Guarantor of Payment or material amount of Collateral securing the Obligations, except as contemplated in Section 9.8 hereof and as otherwise permitted under this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (g) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement or the other Loan Documents, and no consent to any departure by the Borrower therefrom, may in any event be effective unless in writing signed by the Bank, and then only in the specific instance and for the specific purpose given.

Amendments; Consents. Subject to the proviso below, the Agent (acting on the instructions of an Instructing Group) may grant waivers or consents or, subject to the agreement of the Borrower, amend or vary the terms of this Agreement. Any such waiver, consent, variation or amendment shall be made in writing and shall be binding on all the parties hereto and the Agent shall be under no liability whatsoever in respect of any such waiver, consent, variation or amendment PROVIDED THAT: 43.1.1 except with the prior written consent of all the Banks, no waiver may be granted in respect of and the Agent may not vary or amend the terms of this Agreement so as to: (a) alter the date on which any repayment is to be made hereunder; or (b) alter the amount or currency of the Loan or any Bank's Commitment or any payment; (c) alter the rate of interest or its method of calculation; (d) alter this Clause 43 or Clause 11.4 (ORDER OF PAYMENT); (e) alter the definition of "Instructing Group"; (f) alter any provision of this Agreement referring to a requirement for the agreement or consent of all the Banks; (g) alter the form of guarantee given by the Guarantor; (h) release any Second Security Document other than pursuant to the Co-ordination Agreement or as a result of an action which is permitted under this Agreement; or (i) waive the delivery, in satisfactory form and substance, of any of the documents listed in Schedule 3 (CONDITION PRECEDENT DOCUMENTS) hereto prior to the first Notice of Drawdown; 43.1.2 any waiver, consent, variation or amendment which directly affects the rights and/or obligations of the Agent, the Arrangers or the Security Trustee (or any of them) shall require its agreement also. 1.1 shall be binding on each Obligor and each Finance Party upon written notification thereof to such persons and the Agent shall be under no liability whatsoever in respect of any such waiver, consent or variation.

Amendments; Consents. 86 11.3 Costs, Expenses and Taxes.............................87 11.4

Amendments; Consents. No amendment, modification, -------------------- supplement, termination, or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, may in any event be effective unless in writing signed by the Agent with the written approval of the Majority Lender, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver, or consent may be effective: (a) to amend or modify the principal of, or decrease the amount of principal prepayments or the rate of interest payable on, any Obligation or increase the amount of any of the Commitments or decrease the amount of any fee payable to any Lender; (b) to postpone any date fixed for any payment of principal of, prepayment of principal of, or any interest on, any Obligation or any fee or to extend the term of any of the Commitments; (c) to amend or modify the provisions of the definition of "Majority Lender" or of Section 11.02, 11.09 or 11.10; (d) to amend or modify any provision of Section 2.10; (e) release any Guarantor from the Guaranty unless such Guarantor is merged, consolidated or disposed of as permitted by Section 7.01 or 7.02; or (f) to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver, or consent pursuant to this Section 11.02 shall apply equally to, and shall be binding upon, all the Lenders and the Agent.

Amendments; Consents. 65 10.02 Transmission and Effectiveness of Communications and Signatures.................. 66 10.03 Attorney Costs, Expenses and Taxes............................................... 67 10.04

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. Aspect FuturesAccess LLC