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Chapter 16 Amendment and Waiver Brian A. Haskel Weil Gotshal & Manges LLP New York, New York § 16.11 Negotiating and Drafting Modification and Waiver Provisions Page 527 Amendments. The parties may amend this Agreement only by a written agreement of the parties [that identifies itself as an amendment to this Agreement]. Page 528 Amendments. The parties may not amend this Agreement, except by written agreement of the parties [that identifies itself as an amendment to this Agreement]. Page 529 Amendments. The parties may not amend this Agreement, except in a writing executed by the party against whom the amendment is sought to be enforced. or Amendments. The parties may not amend this Agreement orally, but only by an agreement in writing signed by the party against whom enforcement of the amendment is sought. *** Amendments. The parties may not amend this Agreement, except by a written agreement that each party executed by [a Vice President of each party] [a Vice President of X and the President of Y]. *** Amendments. The parties may not amend this Agreement, except by a written agreement that each party executes. As a condition precedent to the effectiveness of each amendment, each party must deliver to the other a certified copy of the resolution of its [board of directors] authorizing the amendment. Page 530 Amendments. The parties may not amend this Agreement, except by a written agreement that each party executes. In connection with each amendment, each party shall deliver to the other a certified copy of the resolution of its board of directors authorizing the amendment. Page 531 Amendments. The Boards of Directors of the parties may amend this Agreement at any time prior to the time that this Agreement (or a certificate in lieu thereof) is filed with the Secretary of State and becomes effective, except that after shareholder approval of a constituent corporation, no amendment may (a) alter or change the amount or kind of shares, securities, cash property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation; (b) alter or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation; or (c) alter or change any of the terms and conditions of this Agreement if the alteration or change[, alone or in the aggregate,] would adversely affect the holders of any class or series thereof of any party. The parties may amend this Agreement only by an agreement in writing that both parties sign. Page 532 Amendments. No amendment of this Agreement is valid unless it is in writing and signed by (a) stockholders holding [75%] of all the Shares outstanding and (b) the Corporation. *** No amendment of this Agreement is valid unless it is in writing and signed by (a) the A Shareholders holding [75%] of all the Shares held by A Shareholders; (b) the B Shareholders holding [75%] of all the Shares held by B Shareholders; (c) the C Shareholders holding [51%] of all the Shares held by C Shareholders; (d) the D Shareholders holding [20%] of all the Shares held by D Shareholders; and (e) the Corporation. Page 533 Waiver. No provision in this Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Page 535 Amendments, Wa ivers, and Consent s. (a) Amendments, Waivers, and Consents: General Rule. No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Borrower from the terms of this Agreement or any other Loan Document, is effective unless the amendment, waiver or consent is in writing and signed by the Requisite Lenders. In that event, the waiver or consent is effective only in the specific instance and for the specific purpose given. No amendment, waiver or consent may do any of the following, unless it is in writing and signed by each Lender in addition to the Requisite Lenders: (i) Waive any of the conditions specified in [sections relating to the making of the initial loan and subsequent loans], except with respect to a condition based upon another provision of this Agreement, the waiver of which requires only the concurrence of the Requisite Lenders. (ii) Increase the Commitments of the Lenders or subject the Lenders to any additional obligations. (iii) Extend the scheduled final maturity of any Loan, or waive, reduce or postpone any scheduled date fixed for the payment or reduction of principal or of the Commitments. (iv) Reduce the principal amount of any Loan or Reimbursement Obligation (other than by payment or prepayment). (v) Reduce the rate of interest on any Loan or Reimbursement Obligations or any fee payable pursuant to this Agreement. (vi) Postpone any scheduled date fixed for payment of interest or fees. (vii) Change the aggregate ratable portions of the Lenders required for the Lenders or any of them to take any action under this Agreement. (viii) Release [any] [substantially all of the] Collateral, except in connection with a sale or other disposition permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement). (ix) Amend this Section or the definition of the term “Requisite Lenders.” (b) Amendments, Waivers, and Consents Affecting the Administrative Agent. No amendment, waiver or consent may affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents, unless it is in writing and signed by the Administrative Agent in addition to the Requisite Lenders.