Additional Bank Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the following: (i) forgive or reduce the principal of, or interest on, the Loans or any fees due hereunder or any other amount due hereunder or under any other Loan Document (other than a waiver of default interest and changes in calculation of the ratio of Total Outstanding Indebtedness to Capitalization Value that may indirectly affect pricing), in each case, without the written consent of each Bank directly and adversely affected thereby; (ii) change the definition of “Final Availability Date” without the written consent of each Bank directly and adversely affected thereby; (iii) change the definition of “Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term Loans, fees payable to any Banks or any other Obligations owing to the Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Bank directly and adversely affected thereby; (iv) [reserved]; (v) change the definition of Pro Rata Share or change Section 10.14 or 10.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby; (vi) amend this Section 12.02 without the written consent of each Bank directly and adversely affected thereby; (vii) reinstate, increase or decrease the Commitment of any Bank or subject any of the Banks to any additional obligations without the written consent of such Bank (other than pursuant to Section 2.16(c) or Section 3.07 and except for a ratable decrease in the Commitments of all Banks); (viii) waive any default in payment under paragraph (1) of Section 9.01 or any default under paragraph (5) of Section 9.01 with respect to Borrower, any other Loan Party or General Partner, in each case, without the written consent of all of the Banks; (ix) release all or substantially all of the Guarantors (other than as provided in Section 6.10) without the written consent of all of the Banks; (x) change the definition of Required Banks, make any other modification that reduces the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of all of the Banks; or (xi) permit the assignment or transfer by Borrower of any of its rights or obligations hereunder or under any other Loan Document except in a transaction permitted (with or without the Required Banks’ consent) pursuant to Section 7.01 without the written consent of all of the Banks; and provided, that (A) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, in addition to the Banks required above, affect the rights or duties of the Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, under this Agreement or any other Loan Document or modify Article X or Section 12.24 hereof and (B) any advance of proceeds of the Loans made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent and the Banks, shall not constitute a waiver of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances. No failure on the part of Administrative Agent or any Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. All communications from Administrative Agent to the Banks requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Bank and (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested. Each Bank shall reply promptly, but in any event within fifteen (15) Banking Days (or five (5) Banking Days with respect to any decision to accelerate or stop acceleration of the Loan) after receipt of the request therefor by Administrative Agent (the “Bank Reply Period”). Unless a Bank shall give written notice to Administrative Agent that it objects to the requested determination, approval, consent or disapproval within the Bank Reply Period, such Bank shall be deemed to have approved or consented to such requested determination, approval, consent or disapproval; provided that this sentence shall not apply to any determination, consent, approval or disapproval regarding any matter requiring the consent of all Banks or all affected Banks under the first proviso of this Section.
Appears in 2 contracts
Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Additional Bank Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the following:
(i) forgive or reduce the principal of, or interest on, the Loans or any fees due hereunder or any other amount due hereunder or under any other Loan Document (other than a waiver of default interest and changes in calculation of the ratio of Total Outstanding Indebtedness to Capitalization Value that may indirectly affect pricing), in each case, without the written consent of each Bank directly and adversely affected thereby;
(ii) change the definition of “Final Availability Date” without the written consent of each Bank directly and adversely affected thereby[reserved];
(iii) change the definition of “Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term Loans, fees payable to any Banks or any other Obligations owing to the Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Bank directly and adversely affected thereby;
(iv) [reserved];
(v) change the definition of Pro Rata Share or change Section 10.14 or 10.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby;
(vi) amend this Section 12.02 without the written consent of each Bank directly and adversely affected thereby;
(vii) reinstate, increase or decrease the Commitment of any Bank or subject any of the Banks to any additional obligations without the written consent of such Bank (other than pursuant to Section 2.16(c) or Section 3.07 and except for a ratable decrease in the Commitments of all Banks);
(viii) waive any default in payment under paragraph (1) of Section 9.01 or any default under paragraph (5) of Section 9.01 with respect to Borrower, any other Loan Party or General Partner, in each case, without the written consent of all of the Banks;
(ix) release all or substantially all of the Guarantors (other than as provided in Section 6.10) without the written consent of all of the Banks;
(x) change the definition of Required BanksBanks or except as otherwise provided in the following clause (xi), make any other modification that reduces the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of all of the Banks;
(xi) change (i) [reserved], (ii) the definition of the term “Required Banks” or modify in any other manner the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Bank or (iii) [reserved]; or
(xixii) permit the assignment or transfer by Borrower of any of its rights or obligations hereunder or under any other Loan Document except in a transaction permitted (with or without the Required Banks’ consent) pursuant to Section 7.01 without the written consent of all of the Banks; and provided, that (A) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, in addition to the Banks required above, affect the rights or duties of the Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, under this Agreement or any other Loan Document or modify Article X or Section 12.24 hereof and (B) any advance of proceeds of the Loans made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent and the Banks, shall not constitute a waiver of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances. No failure on the part of Administrative Agent or any Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. All communications from Administrative Agent to the Banks requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Bank and (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested. Each Bank shall reply promptly, but in any event within fifteen (15) Banking Days (or five (5) Banking Days with respect to any decision to accelerate or stop acceleration of the Loan) after receipt of the request therefor by Administrative Agent (the “Bank Reply Period”). Unless a Bank shall give written notice to Administrative Agent that it objects to the requested determination, approval, consent or disapproval within the Bank Reply Period, such Bank shall be deemed to have approved or consented to such requested determination, approval, consent or disapproval; provided that this sentence shall not apply to any determination, consent, approval or disapproval regarding any matter requiring the consent of all Banks or all affected Banks under the first proviso of this Section.
Appears in 2 contracts
Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Additional Bank Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the following:
(i) forgive or reduce the principal of, or interest on, the Loans or any fees due hereunder or any other amount due hereunder or under any other Loan Document (other than a waiver of default interest and changes in calculation of the ratio of Total Outstanding Indebtedness to Capitalization Value that may indirectly affect pricing), in each case, without the written consent of each Bank directly and adversely affected thereby;
(ii) change the definition of “Final Availability Revolving Credit Maturity Date” ”, or, except as provided in Section 2.20, otherwise postpone any date fixed by this Agreement or any other Loan Document for any payment of, or forgive any scheduled payment of, principal of any Revolving Credit Loans, fees payable to the Revolving Credit Banks or any other Obligations owing to the Revolving Credit Banks, or permit the expiration date of any Letter of Credit to be later than the first anniversary of the Revolving Credit Maturity Date, in each case, without the written consent of each Revolving Credit Bank directly and adversely affected thereby;
(iii) change the definition of “Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term Loans, fees payable to any Banks or any other Obligations owing to the Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Bank directly and adversely affected thereby[intentionally omitted];
(iv) [reserved]subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation;
(v) change the definition of Pro Rata Share or change Section 10.14 or 10.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby;
(vi) amend this Section 12.02 without the written consent of each Bank directly and adversely affected thereby;
(vii) reinstateincrease, increase decrease or decrease extend the Revolving Credit Commitment of any Bank (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.02) or subject any of the Banks to any additional obligations without the written consent of such Bank (other than pursuant to Section 2.16(c) 2.16, Section 3.07 or Section 3.07 2.20, and except for a ratable decrease in the Revolving Credit Commitments of all Revolving Credit Banks);
(viii) waive any default in payment under paragraph (1) of Section 9.01 or any default under paragraph (5) of Section 9.01 with respect to Borrower, any other Loan Party or General Partner, in each case, without the written consent of all of the Banks;
(ix) release all or substantially all of the Guarantors (other than as provided in Section 6.10) without the written consent of all of the Banks;
(x) change the definition of Required BanksBanks or except as otherwise provided in the following clause (xi), make any other modification that reduces the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of all of the Banks;
(xi) change the definition of the term “Required Revolving Credit Banks” or modify the Loan Documents in any other manner that reduces the number or percentage of the Revolving Credit Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof solely with respect to the Revolving Credit Banks without the written consent of each Revolving Credit Bank; or
(xixii) permit the assignment or transfer by Borrower of any of its rights or obligations hereunder or under any other Loan Document except in a transaction permitted (with or without the Required Banks’ consent) pursuant to Section 7.01 without the written consent of all of the Banks; and providedprovided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, in addition to the Banks required above, affect modify, change, waive or consent to any departure from, or have the rights effect of modifying, changing, waiving or duties of the Administrative Agent consenting to any departure from, Section 3.10, any term defined in such section, any term defined in any other section or the Co-Sustainability Structuring Agents, as applicable, under provision in this Agreement relating to Daily Simple SOFR, SOFR, Term SOFR or any other Loan Document Successor Rate, or modify Article X any term or Section 12.24 hereof provision relating to the replacement of any such rate or Successor Rate, and (B) an amendment, waiver or consent relating to the Letters of Credit (including any letter of credit application; provided that the provisions of this Agreement shall prevail if there is an inconsistency between this Agreement and such amendment, waiver or consent to a letter of credit application) shall only be binding if in writing and signed by the Fronting Banks affected thereby. Any advance of proceeds of the Loans made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent and the Banks, shall not constitute a waiver of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances. No failure on the part of Administrative Agent or any Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. All communications from Administrative Agent to the Banks requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Bank and (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested. Each Bank shall reply promptly, but in any event within fifteen (15) Banking Days (or five (5) Banking Days with respect to any decision to accelerate or stop acceleration of the Loan) after receipt of the request therefor by Administrative Agent (the “Bank Reply Period”). Unless a Bank shall give written notice to Administrative Agent that it objects to the requested determination, approval, consent or disapproval within the Bank Reply Period, such Bank shall be deemed to have approved or consented to such requested determination, approval, consent or disapproval; provided that this sentence shall not apply to any determination, consent, approval or disapproval regarding any matter requiring the consent of all Banks or all affected Banks under the first proviso of this Section.
Appears in 1 contract
Additional Bank Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the following:
(i) forgive or reduce the principal of, or interest on, the Loans or any fees or Prepayment Premium due hereunder or any other amount due hereunder or under any other Loan Document (other than a waiver of default interest and changes in calculation of the ratio of Total Outstanding Indebtedness to Capitalization Value that may indirectly affect pricing), in each case, without the written consent of each Bank directly and adversely affected thereby;
(ii) change the definition of “Final Availability Ratable Loan Maturity Date” ”, or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of any Ratable Loans, fees payable to the Ratable Loan Banks or any other Obligations owing to the Ratable Loan Banks, or permit the expiration date of any Letter of Credit to be later than the first anniversary of the Ratable Loan Maturity Date, in each case, without the written consent of each Ratable Loan Bank directly and adversely affected thereby;;
(iii) change the definition of “Term A-1 Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term A-1 Loans, fees payable to any Term A-1 Banks or any other Obligations owing to the Term A-1 Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Term A-1 Bank directly and adversely affected thereby;
(iv) [reserved]change the definition of “Term A-2 Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term A-2 Loans, fees or Prepayment Premium payable to any Term A-2 Banks or any other Obligations owing to the Term A-2 Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Term A-2 Bank directly and adversely affected thereby;
(v) change the definition of Pro Rata Share or change Section 10.14 or 10.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby;
(vi) amend this Section 12.02 without the written consent of each Bank directly and adversely affected thereby;
(vii) reinstate, increase or decrease the Ratable Loan Commitment, Term A-1 Loan Commitment or Term A-2 Loan Commitment of any Bank or subject any of the Banks to any additional obligations without the written consent of such Bank (other than pursuant to Section 2.16(c) or Section 3.07 and except for a ratable decrease in the Ratable Loan Commitments of all Ratable Loan Banks, the Term A-1 Loan Commitments of all Term A-1 Banks or the Term A-2 Loan Commitments of all Term A-2 Banks, as applicable);
(viii) waive any default in payment under paragraph (1) of Section 9.01 or any default under paragraph (5) of Section 9.01 with respect to Borrower, any other Loan Party or General Partner, in each case, without the written consent of all of the Banks;
(ix) release all or substantially all of the Guarantors (other than as provided in Section 6.10) without the written consent of all of the Banks;
(x) change the definition of Required BanksBanks or except as otherwise provided in the following clause (xi), make any other modification that reduces the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of all of the Banks; or;
(xi) permit change (i) the assignment definition of the term “Required Ratable Loan Banks” or transfer by Borrower modify the Loan Documents in any other manner that reduces the number or percentage of the Ratable Loan Banks required to make any of its determinations or waive any rights or obligations hereunder or under to modify any other provision hereof solely with respect to the Ratable Loan Document except in a transaction permitted (with or without the Required Banks’ consent) pursuant to Section 7.01 Banks without the written consent of all of the Banks; and providedeach Ratable Loan Bank, that (A) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, in addition to the Banks required above, affect the rights or duties of the Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, under this Agreement or any other Loan Document or modify Article X or Section 12.24 hereof and (B) any advance of proceeds of the Loans made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent and the Banks, shall not constitute a waiver of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances. No failure on the part of Administrative Agent or any Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. All communications from Administrative Agent to the Banks requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Bank and (ii) shall be accompanied by a description the definition of the matter term “Required Term A-1 Loan Banks” or thing as to which such determination, approval, consent or disapproval is requested. Each Bank shall reply promptly, but modify in any event within fifteen (15) Banking Days (other manner the number or five (5) Banking Days with respect to any decision to accelerate or stop acceleration percentage of the LoanTerm A-1 Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Term A-1 Bank or (iii) after receipt the definition of the request therefor by Administrative Agent (term “Required Term A-2 Loan Banks” or modify in any other manner the “Bank Reply Period”). Unless a Bank shall give number or percentage of the Term A-1 Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written notice to Administrative Agent that it objects to the requested determination, approval, consent or disapproval within the Bank Reply Period, such Bank shall be deemed to have approved or consented to such requested determination, approval, consent or disapproval; provided that this sentence shall not apply to any determination, consent, approval or disapproval regarding any matter requiring the consent of all Banks each Term A-1 Bank; or all affected Banks under the first proviso of this Section.
Appears in 1 contract
Additional Bank Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the following:
(i) forgive or reduce the principal of, or interest on, the Loans or any fees or Prepayment Premium due hereunder or any other amount due hereunder or under any other Loan Document (other than a waiver of default interest and changes in calculation of the ratio of Total Outstanding Indebtedness to Capitalization Value that may indirectly affect pricing), in each case, without the written consent of each Bank directly and adversely affected thereby;
(ii) change the definition of “Final Availability Ratable Loan Maturity Date” ”, or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of any Ratable Loans, fees payable to the Ratable Loan Banks or any other Obligations owing to the Ratable Loan Banks, or permit the expiration date of any Letter of Credit to be later than the first anniversary of the Ratable Loan Maturity Date, in each case, without the written consent of each Ratable Loan Bank directly and adversely affected thereby;
(iii) change the definition of “Term A-1 Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term A-1 Loans, fees payable to any Term A-1 Banks or any other Obligations owing to the Term A-1 Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Term A-1 Bank directly and adversely affected thereby;
(iv) [reserved]change the definition of “Term A-2 Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term A-2 Loans, fees or Prepayment Premium payable to any Term A-2 Banks or any other Obligations owing to the Term A-2 Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Term A-2 Bank directly and adversely affected thereby;
(v) change the definition of Pro Rata Share or change Section 10.14 or 10.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby;
(vi) amend this Section 12.02 without the written consent of each Bank directly and adversely affected thereby;
(vii) reinstate, increase or decrease the Ratable Loan Commitment, Term A-1 Loan Commitment or Term A-2 Loan Commitment of any Bank or subject any of the Banks to any additional obligations without the written consent of such Bank (other than pursuant to Section 2.16(c) or Section 3.07 and except for a ratable decrease in the Ratable Loan Commitments of all Ratable LendersLoan Banks, the Term A-1 Loan Commitments of all Term A-1 Banks or the Term A-2 Loan Commitments of all Term A-2 Banks, as applicable);
(viii) waive any default in payment under paragraph (1) of Section 9.01 or any default under paragraph (5) of Section 9.01 with respect to Borrower, any other Loan Party or General Partner, in each case, without the written consent of all of the Banks;
(ix) release all or substantially all of the Guarantors (other than as provided in Section 6.10) without the written consent of all of the Banks;
(x) change the definition of Required BanksBanks or except as otherwise provided in the following clause (xi), make any other modification that reduces the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of all of the Banks; or;
(xi) permit change (i) the assignment definition of the term “Required Ratable Loan Banks” or transfer by Borrower modify the Loan Documents in any other manner that reduces the number or percentage of the Ratable Loan Banks required to make any of its determinations or waive any rights or obligations hereunder or under to modify any other provision hereof solely with respect to the Ratable Loan Document except in a transaction permitted (with or without the Required Banks’ consent) pursuant to Section 7.01 Banks without the written consent of all of the Banks; and providedeach Ratable Loan Bank, that (A) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, in addition to the Banks required above, affect the rights or duties of the Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, under this Agreement or any other Loan Document or modify Article X or Section 12.24 hereof and (B) any advance of proceeds of the Loans made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent and the Banks, shall not constitute a waiver of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances. No failure on the part of Administrative Agent or any Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. All communications from Administrative Agent to the Banks requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Bank and (ii) shall be accompanied by a description the definition of the matter term “Required Term A-1 Loan Banks” or thing as to which such determination, approval, consent or disapproval is requested. Each Bank shall reply promptly, but modify in any event within fifteen (15) Banking Days (other manner the number or five (5) Banking Days with respect to any decision to accelerate or stop acceleration percentage of the LoanTerm A-1 Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Term A-1 Bank or (iii) after receipt the definition of the request therefor by Administrative Agent (term “Required Term A-2 Loan Banks” or modify in any other manner the “Bank Reply Period”). Unless a Bank shall give number or percentage of the Term A-1 Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written notice to Administrative Agent that it objects to the requested determination, approval, consent or disapproval within the Bank Reply Period, such Bank shall be deemed to have approved or consented to such requested determination, approval, consent or disapproval; provided that this sentence shall not apply to any determination, consent, approval or disapproval regarding any matter requiring the consent of all Banks or all affected Banks under the first proviso of this Section.each Term A-1 Bank; or
Appears in 1 contract
Additional Bank Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall do any of the following:
(i) forgive or reduce the principal of, or interest on, the Loans or any fees or Prepayment Premium due hereunder or any other amount due hereunder or under any other Loan Document (other than a waiver of default interest and changes in calculation of the ratio of Total Outstanding Indebtedness to Capitalization Value that may indirectly affect pricing), in each case, without the written consent of each Bank directly and adversely affected thereby;
(ii) change the definition of “Final Availability Ratable Loan Maturity Date” ”, or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of any Ratable Loans, fees payable to the Ratable Loan Banks or any other Obligations owing to the Ratable Loan Banks, or permit the expiration date of any Letter of Credit to be later than the first anniversary of the Ratable Loan Maturity Date, in each case, without the written consent of each Ratable Loan Bank directly and adversely affected thereby;
(iii) change the definition of “Term A-1 Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term A-1 Loans, fees payable to any Term A-1 Banks or any other Obligations owing to the Term A-1 Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Term A-1 Bank directly and adversely affected thereby;
(iv) [reserved]change the definition of “Term A-2 Loan Maturity Date” or otherwise postpone any date on which a, or forgive any, scheduled payment of principal of the Term A-2 Loans, fees or Prepayment Premium payable to any Term A-2 Banks or any other Obligations owing to the Term A-2 Banks (excluding mandatory prepayments, if any), in each case, without the written consent of each Term A-2 Bank directly and adversely affected thereby;
(v) change the definition of Pro Rata Share or change Section 10.14 or 10.15 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank directly and adversely affected thereby;
(vi) amend this Section 12.02 without the written consent of each Bank directly and adversely affected thereby;
(vii) reinstate, increase or decrease the Ratable Loan Commitment, Term A-1 Loan Commitment or Term A-2 Loan Commitment of any Bank or subject any of the Banks to any additional obligations without the written consent of such Bank (other than pursuant to Section 2.16(c) or Section 3.07 and except for a ratable decrease in the Ratable Loan Commitments of all Ratable Lenders, the Term A-1 Loan Commitments of all Term A-1 Banks or the Term A-2 Loan Commitments of all Term A-2 Banks, as applicable);
(viii) waive any default in payment under paragraph (1) of Section 9.01 or any default under paragraph (5) of Section 9.01 with respect to Borrower, any other Loan Party or General Partner, in each case, without the written consent of all of the Banks;
(ix) release all or substantially all of the Guarantors (other than as provided in Section 6.10) without the written consent of all of the Banks;
(x) change the definition of Required BanksBanks or except as otherwise provided in the following clause (xi), make any other modification that reduces the number or percentage of the Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of all of the Banks; or;
(xi) permit change (i) the assignment definition of the term “Required Ratable Loan Banks” or transfer by Borrower modify the Loan Documents in any other manner that reduces the number or percentage of the Ratable Loan Banks required to make any of its determinations or waive any rights or obligations hereunder or under to modify any other provision hereof solely with respect to the Ratable Loan Document except in a transaction permitted (with or without the Required Banks’ consent) pursuant to Section 7.01 Banks without the written consent of all of the Banks; and providedeach Ratable Loan Bank, that (A) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, in addition to the Banks required above, affect the rights or duties of the Administrative Agent or the Co-Sustainability Structuring Agents, as applicable, under this Agreement or any other Loan Document or modify Article X or Section 12.24 hereof and (B) any advance of proceeds of the Loans made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent and the Banks, shall not constitute a waiver of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances. No failure on the part of Administrative Agent or any Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. All communications from Administrative Agent to the Banks requesting the Banks’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Bank and (ii) shall be accompanied by a description the definition of the matter term “Required Term A-1 Loan Banks” or thing as to which such determination, approval, consent or disapproval is requested. Each Bank shall reply promptly, but modify in any event within fifteen (15) Banking Days (other manner the number or five (5) Banking Days with respect to any decision to accelerate or stop acceleration percentage of the LoanTerm A-1 Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Term A-1 Bank or (iii) after receipt the definition of the request therefor by Administrative Agent (term “Required Term A-2 Loan Banks” or modify in any other manner the “Bank Reply Period”). Unless a Bank shall give number or percentage of the Term A-1 Banks required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written notice to Administrative Agent that it objects to the requested determination, approval, consent or disapproval within the Bank Reply Period, such Bank shall be deemed to have approved or consented to such requested determination, approval, consent or disapproval; provided that this sentence shall not apply to any determination, consent, approval or disapproval regarding any matter requiring the consent of all Banks or all affected Banks under the first proviso of this Section.each Term A-1 Bank; or
Appears in 1 contract
